FORM ADV Part II - Page 1 Uniform Application for ... · PDF file11 Review of Accounts ... 6...

OMB APPROVAL OMB Number: 3235-0049 FORM ADV Expires: February 28, 2011 Part II - Uniform Application for Investment Adviser

Registration

Estimated average burden hours per response. . . . .4.07

Name of Investment Adviser:

AXA Advisors, LLC

Address: (Number and Street)

(City) (State) (Zip Code) Area Code

Telephone Number

1290 Avenue of The Americas

New York NY 10104 (212) 314 - 4600

This part of Form ADV gives information about the investment adviser and its business for the use of clients.

The information has not been approved or verified by any governmental authority.

Table of Contents

Page Item Number Item

1 Advisory Services and Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

2 Types of Clients . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

3 Types of Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

4 Methods of Analysis, Sources of Information and Investment Strategies . . . . . . . . . . . . . . . . . . . . . . . . . . 3

5 Education and Business Standards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

6 Education and Business Background . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

7 Other Business Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

8 Other Financial Industry Activities or Affiliations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

9 Participation or Interest in Client Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

10 Conditions for Managing Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

11 Review of Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

12 Investment or Brokerage Discretion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

13 Additional Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

14 Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Continuation Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Schedule F Balance Sheet, if required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Schedule G

(Schedules A, B, C, D, and E are included with Part I of this Form, for the use of regulatory bodies, and are not distributed to clients.)

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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FORM ADV Applicant: SEC File Number: Date: AXA Advisors, LLC 6/1/2009

801-14065

Part II -

1. A. Advisory Services and Fees. (check the applicable boxes) For each type of service provided, state the approximate % of total advisory billings from that service. Applicant:

(See instruction below.)

X (1) Provides investment supervisory services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96 % X (2) Manages investment advisory accounts not involving investment supervisory services . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 % (3) Furnishes investment advice through consultations not included in either service described above . . . . . . . . . . . . . . . . . . % (4) Issues periodicals about securities by subscription . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . % (5) Issues special reports about securities not included in any service described above . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . % (6) Issues, not as part of any service described above, any charts, graphs, formulas, or other devices which clients may use to evaluate securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . % (7) On more than an occasional basis, furnishes advice to clients on matters not involving securities . . . . . . . . . . . . . . . . . . . % (8) Provides a timing service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . % (9) Furnishes advice about securities in any manner not described above . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . %

(Percentages should be based on applicant's last fiscal year. If applicant has not completed its first fiscal year, provide estimates of advisory billings for that year and state that the percentages are estimates.) B. Does applicant call any of the services it checked above financial planning or some similar term? . . . . . . . . . . . . . . . . . . . . . . Yes No

X C. Applicant offers investment advisory services for: (check all that apply) X (1) A percentage of assets under management (4) Subscription fees X (2) Hourly charges (5) Commissions X X (3) Fixed fees (not including subscription fees) (6) Other X D. For each checked box in A above, describe on Schedule F:

· the services provided, including the name of any publication or report issued by the adviser on a subscription basis or for a fee

· applicant's basic fee schedule, how fees are charged and whether its fees are negotiable

· when compensation is payable, and if compensation is payable before service is provided, how a client may get a refund or may terminate an investment advisory contract before its expiration date

Types of Clients Applicant generally provides investment advice to: (check those that apply) 2. X A. Individuals E. Trusts, estates, or charitable organizations X X B. Banks or thrift institutions F. Corporations or business entities other

than those listed above X

C. Investment companies G. Other (describe on Schedule F) X D. Pension and profit sharing plans

Answer all items. Complete amended pages in full, circle amended items and file with execution page (page 1).

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FORM ADV Applicant: SEC File Number: Date:

Part II - AXA Advisors, LLC 801- 14065 6/1/2009

3. Types of Investments. Applicant offers advice on the following: (check those that apply) A. Equity securities X H. United States government securities X (1) exchange-listed securities X (2) securities traded over-the-counter I. Options contracts on: X (3) foreign issuers X (1) securities X (2) commodities X B. Warrants X C. Corporate debt securities (other than commercial paper)

J. Futures contracts on:

X D. Commercial paper (1) Tangibles (2) intangibles X E. Certificates of deposit K. Interests in partnerships investing in: X F. Municipal securities X (1) real estate G. Investment company securities: X (2) oil and gas interests X (3) other (explain on Schedule F) X (1) variable life insurance X (2) variable annuities X (3) mutual fund shares X L. Other (explain on Schedule F)

4. Methods of Analysis, Sources of Information, and Investment Strategies. A. Applicant's security analysis methods include: (check those that apply) (1) Charting (4) Cyclical

X (2) Fundamental X (5) Other (explain on Schedule F)

(3) Technical

B. The main sources of information applicant uses include: (check those that apply)

(5) Timing services

X (1) Financial newspapers and magazines

X (6) Annual reports, prospectuses, filings with the Securities and Exchange Commission

(2) Inspections of corporate activities

X (3) Research materials prepared by others X (7) Company press releases

X (4) Corporate rating services X (8) Other (explain on Schedule F)

C. The investment strategies used to implement any investment advice given to clients include: (check those that apply)

X (5) Margin transactions X (1) Long term purchases (securities held at least a year)

X (2) Short term purchases (securities sold within a year)

X (6) Option writing, including covered options, uncovered options, or spreading strategies

X (3) Trading (securities sold within 30 days) (7) Other (explain on Schedule F)

(4) Short sales


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Part II - AXA Advisors, LLC 801-14065 6/1/2009

5. Education and Business Standards. Are there any general standards of education or business experience that applicant requires of those involved in determining Yes No or giving investment advice to clients? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . X (If yes, describe these standards on Schedule F.) 6. Education and Business Background. For:

·

each member of the investment committee or group that determines general investment advice to be given to clients, or

·

if the applicant has no investment committee or group, each individual who determines general investment advice given to clients (if more than five, respond only for their supervisors)

·

each principal executive officer of applicant or each person with similar status or performing similar functions.

On Schedule F, give the:

·

name

formal education after high school

·

year of birth

business background for the preceding five years

7. Other Business Activities. (check those that apply) X A. Applicant is actively engaged in a business other than giving investment advice. X B. Applicant sells products or services other than investment advice to clients. X C. The principal business of applicant or its principal executive officers involves something other than providing investment

advice.

(For each checked box describe the other activities, including the time spent on them, on Schedule F.) 8. Other Financial Industry Activities or Affiliations. (check those that apply) X A. Applicant is registered (or has an application pending) as a securities broker-dealer. B. Applicant is registered (or has an application pending) as a futures commission merchant, commodity pool operator or

commodity trading adviser.

C. Applicant has arrangements that are material to its advisory business or its clients with a related person who is a: X (1) broker-dealer (7) accounting firm X (2) investment company (8) law firm X (3) other investment adviser X (9) insurance company or agency (4) financial planning firm (10) pension consultant (5) commodity pool operator, commodity trading (11) real estate broker or dealer adviser or futures commission merchant (6) banking or thrift institution X (12) entity that creates or packages limited

partnerships

(For each checked box in C, on Schedule F identify the related person and describe the relationship and the arrangements.) D. Is applicant or a related person a general partner in any partnership in which clients are solicited to invest? . . . . . . . . . . . . . . . . . . . . Yes No X (If yes, describe on Schedule F the partnerships and what they invest in.)


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Part II - AXA Advisors, LLC 801- 14065 6/1/2009

9. Participation or Interest in Client Transactions. Applicant or a related person: (check those that apply) X A. As principal, buys securities for itself from or sells securities it owns to any client. X B. As broker or agent effects securities transactions for compensation for any client. X C. As broker or agent for any person other than a client effects transactions in which client securities are sold to or bought from a brokerage customer. X D. Recommends to clients that they buy or sell securities or investment products in which the applicant or a related person has some financial interest. X E. Buys or sells for itself securities that it also recommends to clients. (For each box checked, describe on Schedule F when the applicant or a related person engages in these transactions and what restrictions, internal procedures, or disclosures are used for conflicts of interest in those transactions.) 10.

Conditions for Managing Accounts. Does the applicant provide investment supervisory services, manage investment advisory accounts or hold itself out as providing financial planning or some similarly termed services and impose a minimum dollar value of assets or other conditions for starting or maintaining an account? . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Yes X No

(If yes, describe on Schedule F.) 11. Review of Accounts. If applicant provides investment supervisory services, manages investment advisory accounts, or holds itself out as providing financial planning or some similarly termed services: A. Describe below the reviews and reviewers of the accounts. For reviews, include their frequency, different levels, and triggering factors. For reviewers, include the number of reviewers, their titles and functions, instructions they receive from applicant on performing

reviews, and number of accounts assigned each.

See Schedule F

B. Describe below the nature and frequency of regular reports to clients on their accounts.

(i) Financial Planning – a written report is generally provided to a client when financial planning advice is furnished, although in limited circumstances clients may arrange for a more informal provision of ongoing advice (which may or may not be confirmed in writing). If client requests a periodic review or update, a report is generally issued after the review is conducted, as described in the financial planning services section of Schedule F.

(ii) Applicant permits its associates, under certain circumstances, to offer asset management programs or wrap fee programs of other advisors. Most of these programs provide, at a minimum, quarterly reports to clients, although Sovereign provides reports only upon request (the client receives statements from the broker-dealer/custodian on the account) (see Schedule F for further information).


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AXA Advisors, LLC 801- 14065 6/1/2009

Part II -

12. Investment or Brokerage Discretion.

A. Does applicant or any related person have authority to determine, without obtaining specific client consent, the:

(1) securities to be bought or sold? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Yes X No (2) amount of the securities to be bought or sold? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Yes X No (3) broker or dealer to be used? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Yes X No (4) commission rates paid? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Yes X No B. Does applicant or a related person suggest brokers to clients? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Yes X No For each yes answer to A describe on Schedule F any limitations on the authority. For each yes to A(3), A(4) or B, describe on

Schedule F the factors considered in selecting brokers and determining the reasonableness of their commissions. If the value

of products, research and services given to the applicant or a related person is a factor, describe:

the products, research and services

whether clients may pay commissions higher than those obtainable from other brokers in return for those products and services

whether research is used to service all of applicant's accounts or just those accounts paying for it; and

any procedures the applicant used during the last fiscal year to direct client transactions to a particular broker in return for products and research services received.

13. Additional Compensation.

Does the applicant or a related person have any arrangements, oral or in writing, where it:

A. is paid cash by or receives some economic benefit (including commissions, equipment or non-research services)

from a non-client in connection with giving advice to clients? ………………………………………………………………………... Yes X No

B. directly or indirectly compensates any person for client referrals?……………………………………………………………………. Yes X No (For each yes, describe the arrangements on Schedule F.)

14. Balance Sheet. Applicant must provide a balance sheet for the most recent fiscal year on Schedule G if applicant:

has custody of client funds or securities (unless applicant is registered or registering only with the Securities and Exchange Commission); or

requires prepayment of more than $500 in fees per client and 6 or more months in advance

Has applicant provided a Schedule G balance sheet? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Yes X No


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Schedule F of Applicant: SEC File Number: Date: Form ADV Continuation Sheet for Form ADV Part II AXA Advisors, LLC 801- 14065 6/1/2009

(Do not use this schedule as a continuation sheet for Form ADV Part I or any other schedules.) 1. Full name of applicant exactly as stated in Item 1A of Part I of Form ADV: IRS Empl. Ident. No.: AXA Advisors, LLC 13-4071393

Item of Form (identify) Answer

1(A) & (C)

FINANCIAL PLANNING SERVICES AXA Advisors, LLC ("AXA Advisors") provides various types of investment advisory financial planning services through several programs, including the Masterpiece Series (MPS 1-3), Financial Freedom Series III and the Advisory Services Program (ASP) available through the Paramount Planning Group and the Sterling Group. AXA Advisors offers financial planning services primarily through its investment advisory associated persons. These advisory associated persons may be known as Financial Consultants, Associate Financial Planners, Financial Planners, Financial Advisors or Registered Representatives (collectively known as "Financial Professionals"). In some circumstances, affiliated representatives of AXA Advisors may also solicit clients for financial planning services and receive compensation for the solicitation. The financial planning services provided by AXA Advisors and its representatives include education, advice and, in most cases, the preparation and delivery of written financial planning advice ("plan" or "plans"), which will include general recommendations designed exclusively for the purpose of helping clients plan to achieve their personal financial goals. AXA Advisors' financial planning services are designed to help clients identify, analyze and reach their financial objectives. The services offered typically involve three steps: the gathering of information from the client and completion of a client profile by the Financial Professional(s); the development of the advice or plan; and delivery and presentation of the plan or advice by the Financial Professional(s) to the client. The plan(s) does not include investment advice, analysis or recommendations regarding individual securities or other investment or insurance products the client owns or could purchase. Upon delivery of a financial plan or advice to a client and the execution of a delivery receipt, the advisory relationship with the client regarding the investment advice and/or plan terminates. However, because our Financial Professionals are also registered representatives of AXA Advisors, a registered broker-dealer, and licensed insurance agents, they are able to identify products and securities offered by AXA Advisors, its affiliates and various carriers that may be suitable vehicles for implementing the plan or advice. These product-specific implementation recommendations may be prepared in a separate written document. No fee is charged for the recommendations and any document in which they may be set forth is not part of the plan or advice. The Financial Professional(s) generally will earn commissions (or, in some cases, fees) if the client decides to purchase any products through the Financial Professional(s). Clients have no obligation to purchase any products through AXA Advisors, its affiliates or other carriers. AXA Advisors and its Financial Professionals do not provide legal, accounting or tax advice services as part of their financial planning or other investment advisory services. Therefore, AXA Advisors recommends that the client's lawyer and accountant be consulted in connection with the implementation of the plan or advice. With respect to providing financial planning services to employees who participate in a qualified retirement plan that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or an individual retirement account or annuity ("IRA") subject to applicable provisions of the Internal Revenue Code (the “Code”), AXA Advisors and its representatives are not fiduciaries and will not act as fiduciaries with respect to any such retirement plan or trust. Any participant investment education materials that are provided to assist employees with respect to retirement plan assets subject to ERISA or applicable provisions of the Code will be limited to: (1) general information regarding the plan itself

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and investment options available under the plan, (2) general financial and investment information, such as information and materials about general financial and investment concepts, (3) general asset allocation models, including information and materials that provide a participant with models of asset allocation portfolios of hypothetical individuals with different time horizons and risk profiles, or (4) interactive investment materials, which may include questionnaires, worksheets, software and similar material that provide the means for participants to independently estimate future retirement income needs and assess the impact of different asset allocations. In addition, no services provided to employees who participate in a qualified retirement plan are intended to constitute an “employee benefit” under ERISA or any other law. Financial Planning Fees A client purchases financial planning services by signing a financial services contract (a "Client Agreement") and paying a fee for a plan or investment advice. The Client Agreement is cancelable at any time by either party for any reason. If a client cancels the Client Agreement by written notice within five business days after the signing of the agreement, AXA Advisors will refund to the client all fees paid. AXA Advisors will refund the full financial planning fee paid to any client who is not satisfied with the financial planning services and requests a refund within ninety days after the delivery of the services. Additional fee information is provided to the client in the fee receipt(s) (the “Fee Receipt(s)”) that each financial planning client will receive. Fees may be paid in full at the time the client executes the Client Agreement or may be paid in installments that are agreed to by the IAR and the client. Installment payments may continue up until final delivery of the services and will not result in a higher total fee or any additional charges to the client. The client will be provided with a separate Fee Receipt for each portion of a fee paid. Two non-fee financial planning programs are available, as described below. Fees for financial planning services may be based upon a variety of factors such as the specific services provided, the complexity of the client's financial situation, goals and needs, and the experience and market of the Financial Professional. The fee may also depend upon whether it is for a new plan or a review of a prior plan, and whether there is an applicable discount. AXA Advisors may offer financial planning services at a discount if a client qualifies under a corporate-sponsored financial planning program. In addition, an employer participating in a corporate-sponsored financial planning program may pay all or some of the fee on behalf of an employee. AXA Advisors may also reduce or waive financial planning services fees in certain charitable or promotional situations. Fees for certain financial planning services may depend on the number of financial planning or educational modules selected by the client. Because investment advisory services are available through different financial planning programs, clients could receive seemingly similar financial planning advice for a different fee depending on the program utilized. The cost differential for services is generally based on the client's profile, including financial planning needs, and the experience and the qualifications of the Financial Professional, assuming other factors are equivalent. For all fee-based financial planning services, Financial Professional(s) generally receive a portion of the total fee after services are rendered as compensation for: (i) gathering the information necessary to analyze a client's financial situation, (ii) helping the client establish objectives and evaluate financial planning alternatives, and (iii) assisting in the development and presentation of the plan or advice. AXA Advisors will retain the remainder of the fee for plan review and administrative services. If two Financial

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Professionals assist a client with financial planning services, they may share the Financial Professional portion of the fee. The following is a general description of the fees charged for AXA Advisors’ financial planning programs. Program 1: Masterpiece Financial Planning Series: A fixed, hourly or asset based fee is charged for the consultation services provided and specified in the Fee Receipt. The fee may be determined based upon an hourly fee, multiplied by an estimated number of hours. In some cases, the client’s assets may also be considered. Typically, the fee is determined and billed when the client executes the agreement, although the client may elect to pay the fee in installments as described above. For new plans, fixed fees charged for these services may range from $750 to $25,000 and hourly fees generally range from $150 to $250 per hour. For review plans, fixed fees generally range from $175 to $12,500 and hourly fees from $150 to $250 per hour. Fees are generally negotiable within the provided ranges. Program 2: FFS III: A financial planning fee is not charged for this service. The Client Agreement and delivery receipt will be utilized to demonstrate when investment advisory services begin and the end time for the services provided. Program 3: Advisory Services Program (“ASP”): The ASP is available to Financial Professionals who are members of AXA Advisors Paramount Planning Group and/or Sterling Group. Qualifications for ASP credentialing are described in this Schedule F under Question 5, below. A fixed, hourly or asset based fee is charged for ASP consultation services. The fee is negotiable and may be determined based upon an hourly fee, multiplied by an estimated number of hours. In some cases, the client’s assets may also be considered. Typically, the fee is determined and billed when the client executes the agreement, although the client may elect to pay the fee in installments as described above. Fixed fees charged for these services generally range from $100 to $50,000. Hourly fees generally range from $100 to $400 per hour. Fees are generally negotiable within the provided ranges. In certain circumstances, individually negotiated fees exceeding these amounts may be agreed upon based on the facts of a particular client’s situation and the services being provided. The ASP permits Financial Professionals to use a number of fee-based tools to provide financial planning services. The tools are currently eMoney, Financial Profiles and Customized Personal Planning (CPP). eMoney and Financial Profiles provide an integrated modular structure that includes education, advice and, in most cases, the preparation and delivery of written financial planning advice. The CPP is not software-based – rather, it enables Financial Professionals to provide planning advice to clients in a flexible manner that meets the client's needs. The CPP allows Financial Professionals to charge fees for providing clients with planning advice based upon the Financial Professional’s knowledge, expertise and research. The ASP-credentialed Financial Professional has the flexibility to address financial planning advice verbally with the client and/or via written presentation. Verbal planning advice must be followed up with a letter to the client summarizing the financial planning discussion between the Financial Planner and the client.

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ASP-credentialed Financial Professionals may also utilize a non-fee tool, MoneyTree Silver (with Estate Planning module), to provide financial planning services to clients. MoneyTree Silver provides a modular structure that includes education, advice and, in most cases, the preparation and delivery of written financial planning advice. The investment advisory version of MoneyTree Silver that is available through the ASP platform includes a module relating to Estate Planning. MoneyTree Silver (without the Estate Planning Module) may also be utilized by ASP-credentialed Financial Professionals as a non-investment advisory tool to assist in providing non-advisory services to clients. Projections and Estimates are not Guaranteed Projections in plans or advice are based, in part, on numerous assumptions as to future conditions or events such as interest rates, inflation rates, income tax rates, social security benefits, returns on specific investments, investment categories or asset classes, etc. Such projections are intended to help the client estimate amounts needed for specific future goals (e.g., education funding, retirement, etc.) and to help the client develop appropriate strategies to meet these goals. Since the projections are dependent on future events which cannot now be known, there can be no assurance that the projections or any estimates will be realized, nor can there be any assurance that even if they are realized, they will be sufficient to meet future needs. All projections and estimates are furnished for illustrative purposes only and are not predictions or guarantees of the targeted return on any specific asset or assets that the client owns or could purchase. Clients should review and update their plans or advice received periodically to take account of changing conditions including, among other things, changes in their own circumstances, goals or objectives. Clients are asked to provide information regarding estimates and select assumptions used to create the financial planning advice, so the assumptions and estimates reflect the client's views and perspective on future conditions and events. Proprietary Products, Commissions and Additional Fees Investment and other product recommendations generally are limited to products and services made available by AXA Advisors, AXA Equitable Life Insurance Company ("AXA Equitable") (AXA Advisors' affiliate) and AXA Network, LLC (“AXA Network”) (AXA Equitable affiliate) (collectively, “proprietary products”). AXA Network is an insurance brokerage general agency through which Financial Professionals can access insurance products from other companies. Should the client decide to purchase products sold by the Financial Professional(s), the Financial Professional(s) will be acting in his or her capacity as a broker-dealer registered representative or investment advisory representative (in the case of managed accounts) of AXA Advisors and/or as an insurance agent of AXA Network. In this capacity, the Financial Professional(s) will be representing the issuing and distributing companies, which may be affiliated with AXA Advisors, and, in the event of a purchase, will generally be entitled to a commission or other compensation in addition to the fee paid by the client for the financial planning services, a portion of which is received by the Financial Professional(s). Certain Financial Professionals that operate under AXA Advisor’s “Private Markets” group do not receive commissions but rather are compensated by AXA Advisors on a salary basis. These Financial Professionals may receive additional compensation from AXA Advisors in the form of an annual cash bonus that may be based in part on total products and services sold. The fees charged to the client for purchases of products and/or services from these Financial Professionals are the same as the fees charged for purchases from AXA Advisors’ other Financial Professionals. AXA Advisors

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and/or its affiliates will also receive selling commissions or other compensation for securities or other investment or insurance products clients purchase through Financial Professional(s), in addition to the fees clients pay to AXA Advisors for financial planning services. In general, commissions and other compensation payable to AXA Advisors in connection with the sale of investment or insurance products and services are comparable to those charged by other full service firms for the same products and services. In some cases, similar products or services may be available from other sources at a lower fee or commission or without a fee or commission (which may have the effect of lowering the cost to the customer and/or increasing the return on the product). Often, but not always, firms that offer such products and services (which include, among others, discount brokers and direct marketers) do not provide the same level of personalized advice and/or service as AXA Advisors seeks to provide. Financial Professionals and their managers may receive higher levels of cash compensation or other incentives for selling proprietary products rather than products issued by third parties. Among other things, they may qualify for certain benefits, such as health and retirement benefits, based solely on sales of these proprietary products. Certain components of the compensation of Financial Professionals who are managers may be based on the sale of proprietary products. Managers may also earn higher compensation (and credits towards awards and bonuses) if those they manage sell more proprietary products. In addition to commissions, Financial Professionals and their managers may receive other compensation related to the sales of proprietary products. For example, they may receive, among other things, AXA stock options and/or stock appreciation rights, allowances and other assistance with marketing and related activities, training and education, trips, prizes, entertainment, awards and other merchandise. Please ask your Financial Professional if you would like additional details regarding the charges associated with any investment or insurance product presented to you by your Financial Professional. In the case of a variable product, mutual fund or 529 plan, we urge you to carefully read the applicable prospectus/offering statement, which provides details on the product features and any charges or costs associated with the product. AXA Advisors provides enhanced marketing and support opportunities to certain fund families and in return such fund families pay additional amounts of financial support compensation to AXA Advisors. Although such financial support payments made to AXA Advisors do not affect the sales charge you pay or the cash compensation paid to your Financial Professional, your Financial Professional may indirectly benefit from these payments when they are used by AXA Advisors to support costs related to marketing or training. Please refer to AXA Advisors’ Guide to Mutual Fund Investing and/or Guide to 529 Plans, which are available from your Financial Professional or at www.AXAonline.com, to view a list of fund families who provide AXA Advisors with additional financial support compensation. Seminars Financial Professionals may conduct investment advisory seminars for the general public, employer-sponsored employee meetings, specific clients or groups of clients, or other types of group meetings. Seminars may cover many aspects of financial planning,

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including risk management, cash management, investment planning, income tax, retirement planning and estate conservation. The fee for a seminar will generally range from $250 to $10,000 per seminar, or $50 to $250 per attendee (fees are generally negotiable within these ranges). The seminars are intended to be general in nature and limited to the provision of educational and impersonal advice regarding financial and investment issues. The information provided at the seminars is not intended to address any attendee’s personal financial situation, and attendees will not be obligated to implement any advice, recommendation or information they receive at a seminar through AXA Advisors or any other party. The cost of a seminar does not include the cost of any products or services of AXA Advisors and/or its affiliates that attendees may choose at their sole discretion to purchase in the future. Financial Professionals will generally receive a portion of the fee for each seminar they offer and AXA Advisors will retain the remainder for seminar review and administrative services. In the event two Financial Professionals co-sponsor a seminar, they may choose to share the Financial Professional portion of the fee collected. Financial Professionals may also conduct seminars that are non-investment advisory in nature. As with the investment advisory seminars described above, the non-investment advisory seminars are intended to be general and educational in nature and attendees are under no obligation to purchase any products or services through AXA Advisors or any other party. Financial Professionals that conduct non-investment advisory seminars will charge a fee that will generally range from approximately $25 to approximately $100 per attendee solely to reimburse the Financial Professional(s) for expenses incurred in conducting the seminar. AXA Advisors receives no portion of the fees that Financial Professional(s) charge for non-investment advisory seminars. Seminars provided by AXA Advisors to groups of employees at third-party employer-sponsored employee meetings are not intended as “employee benefits” covered by ERISA or any other law. With respect to providing any services to employees who participate in a qualified retirement plan that is subject to ERISA or an IRA subject to applicable provisions of the Code, AXA Advisors and its representatives are not fiduciaries and will not act as fiduciaries with respect to any such retirement plan or trust. Any participant investment education materials that are provided to assist employees with respect to retirement plan assets subject to ERISA or applicable provisions of the Code will be limited to: (1) general information regarding the plan itself and investment options available under the plan, (2) general financial and investment information, such as information and materials about general financial and investment concepts, (3) general asset allocation models, including information and materials that provide a participant with models, of asset allocation portfolios of hypothetical individuals with different time horizons and risk profiles, or (4) interactive investment materials, which may include questionnaires, worksheets, software and similar material that provide the means for participants to independently estimate future retirement income needs and assess the impact of different asset allocations. Corporate Financial Planning AXA Advisors enters into various agreements with corporate entities to provide certain of their officers and/or employees with financial educational seminars and webinars. Some of these arrangements also include the opportunity for the officers and/or employees to receive personalized financial modules and education from an AXA Advisors’ Financial Professional who is also an investment adviser representative (an “IAR”) of AXA Advisors.

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The seminar(s) / webinar(s) are intended to be general in nature and limited to the provision of impersonal advice regarding financial and investment issues. The information provided at the seminar(s) / webinar(s) is not intended to address any officer or employee’s personal financial situation, and officers and employees will not be obligated to implement any advice, recommendation or information they receive at the seminar(s) / webinar(s) through AXA Advisors or any other party. All recommendations will consist of general financial planning strategies and techniques, and will not include any specific product recommendations. Any product recommendations, which an officer or employee may require, will only take place after completion of any personalized financial modules and/or educational sessions, which shall end the investment advisory relationship entered into with the officer or employee. No product or implementation discussions shall take place during educational sessions. AXA Advisors will not provide investment advisory advice to an officer or employee except through initial, review or update sessions, although the officer or employee may continue to work with AXA Advisors during this period as described below. Certain arrangements also provide for the officer or employee’s use of a web portal system, whereby the officer or employee will have the ability to modify his or her personal financial information as it may change throughout the contract period. This system is not part of any ongoing financial planning services provided to the officer or employee, but is provided as a convenient means for each officer or employee to stay current with his/her financial information. Neither AXA Advisors nor any of its IARs will monitor the officer or employee’s files on the web portal on a continual basis. As an officer or employee proceeds through the financial education and analysis process described above, s/he may decide that s/he would like additional advice or wish to select investments. For example, the officer or employee’s financial circumstances may be of a complexity that exceeds the scope of the services provided under the corporate agreement, or the officer or employee may feel they he or she would benefit from the capabilities offered in a full, personalized financial planning relationship. In addition, officers or employees may seek advice and implementation regarding any insurance, annuity and/or other options offered by AXA Advisors. To meet the above needs, officers or employees may elect, at their sole discretion, to engage AXA Advisors for additional financial services, including financial planning services (as described above), investment advisory asset management services (as described below) or services related to insurance or brokerage products (collectively, the “Optional Services”). The fees for any Optional Services shall be separate and apart from the fee the officer or employee’s employer pays to AXA Advisors for services, and shall be payable solely by the officer or employee at his or her own expense. In addition, the agreement for any Optional Services shall be strictly between the officer or employee and AXA Advisors (and/or any third-party providers of such services). Unless the Optional Services are investment advisory in nature, such consultations shall take place in AXA Advisors’ capacity as a broker-dealer, or in the case of annuity and insurance, through AXA Advisors’ affiliated insurance agency, AXA Network. If the Optional Services include a comprehensive financial planning relationship or advice or implementation regarding an investment advisory managed account, such consultations shall take place in AXA Advisors’ capacity as an investment advisor to the officer or employee; no investment advisory relationship at this stage shall include the officer or

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employee’s employer. In such instances, the officer or employee will enter into a separate client agreement with AXA Advisors. Investment advisory services may also be provided by third-party investment advisors, who are not owned by, operated by or affiliated with AXA Advisors or AXA Network (except for those disclosed herein, such as AllianceBernstein, L.P.). However, certain IARs of AXA Advisors may also be investment advisory representatives of registered investment advisors owned or operated by Registered Representatives of AXA Advisors. AXA Advisors and its IARs will generally earn commissions (or, in some cases, fees) that are in addition to the fee the corporation will pay under the corporate agreement if an officer or employee chooses to purchase any Optional Services. Officers and employees have no obligation at any time to purchase any additional products or services (including Optional Services) through AXA Advisors, its affiliates or other carriers. Further, AXA Advisors and its Financial Professionals do not provide legal, accounting or tax advice as part of their financial planning or other investment advisory services on behalf of officers or employees. Therefore, AXA Advisors recommends that the officer or employee’s lawyer and accountant be consulted in connection with any financial planning or other investment advisory services. The services provided by AXA Advisors pursuant to corporate agreements are not intended as “employee benefits” covered by ERISA or any other law. With respect to providing any services to officers or employees who participate in a qualified retirement plan that is subject to ERISA or an IRA subject to applicable provisions of the Code, AXA Advisors and its representatives are not fiduciaries and will not act as fiduciaries with respect to any such retirement plan or trust. Any participant investment education materials that are provided to assist officers or employees with respect to retirement plan assets subject to ERISA or applicable provisions of the Code will be limited to: (1) general information regarding the plan itself and investment options available under the plan, (2) general financial and investment information, such as information and materials about general financial and investment concepts, (3) general asset allocation models, including information and materials that provide a participant with models, of asset allocation portfolios of hypothetical individuals with different time horizons and risk profiles, or (4) interactive investment materials, which may include questionnaires, worksheets, software and similar material that provide the means for participants to independently estimate future retirement income needs and assess the impact of different asset allocations. Retirement Educational Services AXA Advisors may enter into agreements with corporate entities to provide general financial educational services (the “Educational Services”) to the entity’s employees who are participants in retirement plans (each a “Qualified Plan”) qualified under section 401(a) of the Code in exchange for a fee that will be paid by the corporation and generally range from $100 to $400 per eligible participant. The fee for the Educational Services is generally negotiable within the provided range and will generally depend upon the financial service areas the corporation chooses to address, the complexity of the Qualified Plan’s information, the corporation’s location and the experience of the Financial Professional(s) that will be providing the Educational Services. AXA Advisors will waive all commissions and marketing fees (including, without limitation, 12b-1 fees) for any products the Qualified Plan purchases from AXA Advisors for the benefit of Qualified Plan participants after an agreement for Educational Services is executed.

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The corporation will select the financial educational areas to be addressed by the Educational Services, as well as the method of communication (generally, through seminars, brochures, workbooks or other written materials) and the frequency of the communications. The Educational Services are for general educational purposes only and are intended to help Qualified Plan participants in their understanding of the terms and provisions of the Qualified Plan including the investment options under the Qualified Plan and their historical performances over designated time periods. The Educational Services will not provide any direct guidance to any Qualified Plan participant regarding (i) the allocation of their Qualified Plan account balance, (ii) contributions to investment options under the Qualified Plan, or (iii) the investment alternatives of their account balances at retirement or separation from services. Some of these arrangements may include the opportunity for participants to receive, at their sole discretion, additional personalized financial services from AXA Advisors’ Financial Professional(s), including personal financial planning services (as described above), investment advisory asset management services (as described below) or services related to insurance or brokerage products (collectively, the “Optional Services”). Unless it is an investment advisory product, consultations regarding Optional Services shall take place in AXA Advisors’ capacity as a broker-dealer, or in the case of annuity and insurance, through AXA Advisors’ affiliated insurance agency, AXA Network, LLC. If a participant seeks Optional Services that are investment advisory in nature, such consultations shall take place in AXA Advisors’ capacity as an investment advisor to the participant and the participant shall enter into a separate client agreement that will exclusively govern the terms of the relationship. No investment advisory relationship at this stage shall include the participant’s employer or Qualified Plan sponsor. The payments due for Optional Services shall be the responsibility of the individual participant and shall not be deducted from their plan account balance. Neither the Qualified Plan nor any Qualified Plan participant will be obligated at any time to purchase any additional products or services (including Optional Services) through AXA Advisors, its affiliates or other carriers. Further, neither the participant’s employer or any fiduciary that is responsible for making decisions under the Qualified Plan endorses or is sponsoring AXA Advisors or its Financial Professionals with regard to the provision of Optional Services to participants. The selection of an AXA Advisors’ Financial Professional to provide Optional Services is solely the decision of the Qualified Plan participant. Qualified Plan participants may not use their Qualified Plan account balance to pay fees for Optional Services and the Qualified Plan Trustee, Administrator or other fiduciary will agree not to process such requests. AXA Advisors and its Financial Professionals will typically earn commissions (or, in some cases, fees) if a participant chooses to purchase any Optional Services, which will be in addition to the fees they receive for the Educational Services. Qualified Plans are subject to ERISA and/or applicable provisions of the Code. AXA Advisors and its representatives are not fiduciaries and will not act as fiduciaries with respect to any Qualified Plan. Any participant investment education materials provided by AXA Advisors to assist Qualified Plan participants with respect to the Qualified Plan will be general in nature and will be limited to educational information regarding the Qualified Plan and investment options available under the Qualified Plan, which may include:

(i) Providing specifics about the qualified plan and its design; (ii) Providing a list, by asset class, of all available investment choices (such list will

not include any specific investment recommendations);

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(iii) Providing Morningstar, Ibbotson or other investment profiles for all available investment choices including fund sheets, which include a general description of the investment objectives, identification of the corresponding asset class, the risk characteristics and the annualized net rates of return;

(iv) Providing general financial and investment information, e.g., educational information and materials regarding general financial and investment concepts;

(v) Providing general asset allocation models, including information and materials that provide participants with models of asset allocation portfolios of hypothetical individuals with different time horizons and risk profiles; or

(vi) Providing interactive investment materials, which may include questionnaires, worksheets, software and similar material that provides the means for participants to estimate future retirement income needs and assess the impact of different asset allocations.

AXA Advisors and its Financial Professionals do not provide legal, accounting or tax advice services as part of their financial planning or other investment advisory services on behalf of the Qualified Plan participants. Therefore, AXA Advisors recommends that the participant’s lawyer and accountant be consulted in connection with any financial planning or other investment advisory services. Business Educational Services AXA Advisors may also allow certain of its Financial Professionals who are IARs to utilize the Blueprints tool to offer educational services to clients that are business owners (“Business Educational Services”). Blueprints is a modular educational tool which is owned and operated by Blueprints for Tomorrow. Blueprints is designed to help educate business owners regarding planning options available to them and to help them understand and potentially reduce the financial risks involved in business ownership. With the assistance of his or her Financial Professionals(s), the client will select the Blueprints modules that are the most appropriate to address his or her business’s educational planning needs. The Business Educational Services will consist of delivery and presentation by the Financial Professional(s) to the client of the Blueprints modules that have been selected by the client. The Business Educational Services will not generally result in the production of a written financial plan but may result in the Financial Professional providing the client with printed Blueprints educational modules and/or verbal advice related to the Blueprints modules selected. The Business Educational Services are educational in nature and are not intended as comprehensive business or financial planning advice. In no case will the Business Educational Services include advice, analysis, recommendations or the execution of any purchase or sales of specific securities or other investment or insurance products. However, the Business Educational Services may contain general recommendations regarding securities and/or other investment or insurance products the client may wish to consider in order to help meet his or her financial or business goals. Upon delivery of the Business Educational Services to the client and the execution of a delivery receipt, the advisory relationship with the client regarding the Business Educational Services terminates. However, a client may choose, at his or her sole discretion, to receive additional Blueprints modules after the termination of the initial advisory relationship, which would be subject to a separate fee, Client Agreement, Fee Receipt and delivery receipt.

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In addition, after delivery of the Business Educational Services, a client may, at his or her sole discretion, elect to receive additional personalized financial planning services from AXA Advisors’ Financial Professional(s), including personal financial planning services (as described above), investment advisory asset management services (as described below) or services related to insurance or brokerage products (collectively, the “Optional Services”). Unless it is an investment advisory product, consultations regarding Optional Services shall take place in AXA Advisors’ capacity as a broker-dealer, or in the case of annuity and insurance, through AXA Advisors’ affiliated insurance agency, AXA Network, LLC. If a client seeks Optional Services that are investment advisory in nature, such consultations shall take place in AXA Advisors’ capacity as an investment advisor to the client and the client shall enter into a separate Client Agreement that will exclusively govern the terms of the relationship. Clients will not be obligated at any time to purchase any additional products or services (including additional Blueprints modules or Optional Services) through AXA Advisors, its affiliates or other carriers. The payments due for Optional Services shall be separate and apart from the payments due for the Business Educational Services. AXA Advisors and its Financial Professionals will generally earn commissions (or, in some cases, fees) if a client chooses to purchase any Optional Services, which will be in addition to the fees received for the Business Educational Services. Fees for Business Educational Services will generally be based on the number of Blueprints modules selected. The first module selected by a client will generally cost $1000, the second model $500 and each subsequent model $250. Financial Professionals will generally receive a portion of the fee for services rendered and AXA Advisors will retain the remainder for program review and administrative services. In the event two Financial Professionals provide Business Educational Services jointly, they may choose to share the Financial Professional portion of the fee collected. ASSET MANAGEMENT PROGRAMS Non-Proprietary Wrap Fee Programs AXA Advisors permits certain of its qualified investment advisory representatives (individually, an “IAR”) to offer non-proprietary wrap fee programs of unaffiliated investment advisers. Currently, various non-proprietary wrap fee programs are made available through the following program sponsors: Brinker Capital, Inc. (“Brinker”);

Curian Capital, LLC (“Curian Capital”);

Genworth Financial Wealth Management, Inc. (“Genworth” or “GFWM”) (including former AssetMark programs);

Lebenthal Asset Management (“Lebenthal”), a division of Alexandra & James Advisory Services, LLC (“A&J”);

Lockwood Advisors, Inc. (“Lockwood”);

LPL Financial (“LPL”);

Morningstar Investment Services, Inc. (“MIS”);

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Nationwide Investment Advisors, LLC (“Nationwide”) (as part of Nationwide 401k program only); and

Sovereign Advisers.

In addition to the above, AXA Advisors allows certain of its qualified IARs to provide investment advisory services on a “service only” basis to clients with wrap fee accounts held through the program sponsors listed below. These accounts generally originate at other firms and may be transferred to AXA Advisors through new IARs that have joined AXA Advisors from a previous firm or through clients that are new to AXA Advisors and have existing holdings in one or more of these programs that they wish to keep. Service only programs are generally closed to new business and clients with accounts in service only programs may not generally deposit new assets into such accounts. Service only accounts are currently available through the following program sponsors: Atlas Capital Management Corp. (“Atlas Capital”);

Clark Capital Management Group, Inc. (“Clark Capital”);

CLS Investment Firm, LLC (“CLS”);

Meeder Advisory Services, Inc. (“Meeder”) (as part of Nationwide 401k program only);

Rochdale Investment Management (“Rochdale”); and

SEI Investments Management Corporation (“SIMC”).

Total annual fee rate minimums and maximums are provided in the table below for the various wrap fee programs offered by AXA Advisors. Total annual fees range from 0.10% to 3.00% of the assets under management in the account. The total annual fee is generally negotiable and includes AXA Advisors’ consulting fee that is paid as compensation for the services it and its IAR(s) provide. AXA Advisors’ portion of the total annual fee generally ranges from 0.10% to 2.50% of the assets under management in the account and the remainder of the fee will be paid to the program sponsor for the services it provides. The program sponsor may share the portion of the fee it receives with portfolio managers or other third parties that provide account services to the client.

A portion of AXA Advisors’ fee will be paid to the client’s IAR as compensation for services rendered to the client; the remainder will be retained by AXA Advisors for product and account review and other supervisory and administrative services. Fees are generally payable quarterly. A client’s total annual fee rate and AXA Advisors’ portion of the total annual fee will depend on the program, the type(s) of portfolio(s) in the account, and the amount of assets under management in the account. More information regarding a client’s total annual fee and the portion received by AXA Advisors, the program sponsor and any additional third parties is provided in the relevant Form ADV Part II and/or Schedule H (the wrap fee program brochure) of the sponsor of the wrap fee program and the applicable client agreement the client will execute with respect to the program (the “Client Agreement”) and/or separate fee disclosure statement that will be provided to the client with the Client Agreement (the “Fee Disclosure”). For programs offered on a “service only” basis, the minimum and maximum fees have generally been put in place by the original broker/dealer and/or investment adviser and AXA Advisors has agreed to maintain the fee structure originally agreed to by the client.

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AXA Advisors Wrap Fee Program Fee Rate Table:

Product Min Max Atlas Capital 0.75% 2.00% Brinker Destinations 0.95% 2.50% Brinker UMA 1.47% 2.50% Brinker Retirement Plan Services (including Retirement Plan Services Plus) 0.35% 1.22% Brinker Core Asset Manager 1.64% 3.00% Clark Capital Navigator Unified Solutions 0.75% 2.50% Clark Capital Navigator Premier 0.50% 2.25% Clark Capital Navigator Master 1.20% 2.60% Clark Capital Navigator ETF with Sentry 1.30% 2.60% Clark Capital Navigator ETF Core and Explore 1.30% 2.60% Clark Capital Navigator Global Opportunities 1.30% 2.60% Clark Capital Navigator Asset Allocation 1.30% 2.60% CLS – Nationwide Tactical Strategies 1.00% 1.35% CLS – IAM Portfolio 1.30% 2.30% CLS – IAM Hybrid Portfolio 0.50% 1.80% CLS – ETF Portfolio 0.60% 2.00% CLS – CPM 0.10% 1.50% CLS – CPM3 0.10% 1.50% CLS – Master Manager Strategy Portfolio 0.95% 1.95% Curian Capital Custom Style Portfolio 0.36% 3.00% GFWM Multiple Strategies 1.52% 3.00% GFWM Privately Managed Portfolios 1.67% 3.00% GFWM Active Return Opportunities 1.89% 2.50% GFWM PMAS (IMA) 1.39% 3.00% GFWM PMAS (CMA) 1.30% 3.00% GFWM ETF Portfolios 1.15% 2.50% GFWM No-Load Mutual Funds – AssetMark Funds 1.30% 2.50% GFWM No-Load Mutual Funds – Other Fund Strategies 1.55% 2.50% Lebenthal (through A&J) 0.50% 1.00% Lockwood Multi-Manager 0.80% 3.00% Lockwood Investment Strategies 0.45% 3.00% Lockwood Asset Allocation Portfolios 1.40% 2.25%

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AXA Advisors Wrap Fee Program Fee Rate Table Continued:

Product Min Max LPL Optimum Market Portfolios Advisory (OMP) 0.50% 2.50% LPL Strategic Asset Management (SAM & SAM II) 0.50% 3.00% LPL Manager Select 0.29% 3.00% LPL Model Wealth Portfolios (MWP) 0.38% 2.50% LPL Personal Wealth Portfolios (PWP) 0.52% 2.50% Meeder Advisory Services 0.50% 1.35% MIS Mutual Fund Portfolios 0.20% 1.50% MIS ETF Portfolios 0.20% 1.41% MIS Select Stock Basket Portfolios 0.45% 1.65% MIS Enhanced Portfolio Service 0.20% 1.30% Nationwide ProAccount 1.00% 1.35% Rochdale 0.50% 2.00% SIMC 0.45% 2.65% Sovereign Advisers 0.30% 1.10%

In addition to the annual fees received by AXA Advisors pursuant to wrap fee programs, AXA Advisors currently receives additional financial support payments from the following program sponsors: Brinker, Curian and Genworth. Financial support payments are intended to compensate AXA Advisors for certain marketing and other services and are based upon total client assets placed in the sponsor’s programs through AXA Advisors. Financial support payments from each program sponsor generally range from 5 bps (0.05%) to 10 bps (0.10%) of client assets and may be subject to a minimum payment amount. AXA Advisors may retain portions of financial support payments for any valid corporate purpose, and these amounts may contribute to the overall profits of AXA Advisors. Financial support payments are generally not assessed with respect to assets held in wrap fee programs through retirement accounts. The financial support payments (if any) are disclosed more fully in the Client Agreement and the Fee Disclosure that is provided to clients. AXA Advisors may also receive financial support payments from certain mutual fund companies for assets placed by AXA Advisors in the funds purchased directly or through brokerage or wrap fee programs that are not discretionary to the program sponsor. Currently, the only such wrap fee programs offered by AXA Advisors are LPL’s SAM and SAM II, which are described in more detail below. Financial support payments received by AXA Advisors from mutual funds will generally be structured as either: (i) an annualized percentage of assets placed by AXA Advisors into the fund (generally ranging from 3 bps (0.03%) through 7.5 bps (0.075%)), subject to an alternative annual minimum payment generally ranging from $10,000 through $250,000; (ii) a “sales-based” payment equal to a percentage (generally ranging from 7.5 bps (0.075%) through 20 bps (0.20%)) of the purchase amount of each mutual fund purchased by AXA Advisors on behalf of a client, subject to an alternative annual minimum payment generally ranging from $50,000 through $250,000; or (iii) an annual flat fee payment (up to $1.75 million) irrespective of assets placed by AXA Advisors into the fund. Financial support payments are generally not assessed with respect to assets held in mutual funds through retirement accounts. AXA Advisors discloses the names of the mutual fund companies that have entered into

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agreements with AXA Advisors to pay financial support in the “Guide to Mutual Fund Investing,” which is available from the client’s IAR upon request. The financial support payments described above will not result in a higher payment to a client’s IAR. However, the additional payments will contribute to AXA Advisors’ profits and may indirectly benefit the IAR insofar as the payments are used by AXA Advisors to support costs related to marketing or training. The client should consider these additional payments and the potential conflicts of interest they create carefully prior to investing in any wrap fee programs offered through AXA Advisors. The client is encouraged to ask his or her IAR for additional information should he or she have any questions regarding these payments or the potential conflicts of interest they create. In addition, in certain instances AXA Advisors or its IARs may receive a “finder’s fee” from a mutual fund company for placing a client’s assets into the fund. A finder’s fee is generally triggered by an asset placement equal to or in excess of $1 million, and generally ranges from 25 bps (0.25%) to 100 bps (1.00%) and will be disclosed in the prospectus or Statement of Additional Information (“SAI”) of the mutual fund. The prospectus will be provided to the client prior to investing in a mutual fund, and the SAI is available upon request to the client’s IAR. The client should consider the potential conflict of interest created by a “finder’s fee” carefully prior to investing in any mutual fund that offers such a fee and is encouraged to ask his or her IAR for additional information should he or she have any questions regarding this fee or the potential conflicts of interest it creates. AXA Advisors and its IARs may receive additional cash or non-cash compensation from investment advisory wrap fee program sponsors. Such compensation may include such items as gifts of nominal value, an occasional dinner or ticket to a sporting event, or reimbursement in connection with educational meetings or marketing or advertising initiatives. Such sponsors may also pay for education or training events that may be attended by IARs and AXA Advisors’ employees. In addition, from time to time AXA Advisors may sponsor thematic sales campaigns designed to increase suitable sales within general product categories (e.g., individual retirement accounts, 529 Plans, etc.) or to support specific corporate strategies (e.g., selling multiple products within client households) for its Financial Professionals. Based on sales activity during the campaign period, Financial Professionals can earn prizes and other non-cash compensation, including such items as gifts of nominal value or tickets to a sporting event. AXA Advisors sales campaigns include both proprietary and non-proprietary products. Below is a brief description of the third-party investment advisory wrap fee programs listed in the chart above. Clients should note that with respect to the wrap fee programs, unless otherwise noted, AXA Advisors does not, nor are its IARs permitted to, hold discretion with respect to client accounts. In addition, AXA Advisors does not generally review the specific sub-managers, mutual funds, exchange-traded funds, securities or other products that a program sponsor may select for client investment (collectively, the “potential client assets”), unless the potential client asset is separately available through AXA Advisors in its capacity as a broker-dealer. The wrap fee program sponsor and the investment manager(s) are generally unaware of, and do not rely on, any such independent product due diligence that may be performed by AXA Advisors. AXA Advisors’ review with respect to potential client assets in these programs is generally limited to reviewing the relevant policies of the program sponsor to confirm that they include reasonable diligence regarding the potential client assets; the program sponsor, however, retains sole responsibility for

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carrying out such diligence. In addition, in wrap fee programs that are discretionary to the program sponsor, clients may not have the opportunity to review prospectuses or offering memoranda prior to investment, in which case clients are relying on the program sponsor’s expertise to review and choose the potential client assets. Clients should further be aware that certain assets that a program sponsor or investment manager may purchase for client accounts, especially alternative investment products, may incur additional risks that may not be immediately apparent to the client. Clients are encouraged to carefully review the materials that are provided on a program’s investments in order to better understand the investments made on their behalf. Clients will be provided with the Form ADV, Part II of any investment manager chosen to manage their wrap fee account (and can request a copy of any such document at any time from their IAR), which provides further information as to their management style, investment selection and review process. For additional information on the risks, investment objectives and management of alternative investment products, clients should review the prospectus/offering memorandum for the relevant program. For more information on the wrap fee programs described below, the program sponsors and the applicable fees, expenses and potential conflicts of interest, please see the Form ADV Part II and/or Schedule H (the wrap fee program brochure) of the program sponsor and the applicable Client Agreement and Fee Disclosure. 1. Brinker Capital, Inc. AXA Advisors and its IARs offer clients access to Brinker Capital, Inc. (“Brinker”) and a variety of their advisory products, including a mutual fund asset allocation program, a separately managed account program, a unified managed account program and a retirement plan program offering advisory services. As previously described above, for each Brinker product (aside from Destinations accounts opened prior to January 1, 2008), Brinker provides AXA Advisors with an annualized financial support payment that is in addition to the portion of the total annual fee that AXA Advisors receives. a. Destinations Brinker’s comprehensive mutual fund asset allocation program, Destinations, is available to clients with at least $100,000 of assets under management. Brinker acts as the portfolio manager for a series of six asset allocation strategies aimed at meeting specific investment objectives. The IAR provides clients with Brinker’s individual client questionnaire to determine the strategy that best meets their goals. Funds will be purchased and sold on behalf of the client based on the asset allocation strategy established by Brinker and approved by the client. Brinker Destinations utilizes various mutual funds offered through Fidelity Registered Investment Advisor Group, which offers an array of Fidelity and third party mutual funds. Brinker has pre-screened each of the funds that they use within Destinations and performs on-going reviews of the funds to ensure that they continue to meet Brinker’s criteria. Brinker has full discretion with respect to the purchase and sale of mutual funds within the Destinations program. Brinker periodically updates and modifies the asset allocation strategies in the Destinations

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program based on market conditions and their investment outlook as well as changing client needs. b. Core Asset Manager Brinker’s Core Asset Manager program offers personalized professional management to clients. In addition, clients requiring trust services have the option of using Wachovia Trust Services in conjunction with Brinker’s Core Asset Manager program to provide separate account management within a trust. AXA Advisors does not receive any additional compensation as a result of a client using a Wachovia Trust Service. AXA Advisors’ IARs work with clients using an individual client questionnaire developed by Brinker. The questionnaire is designed to determine an asset allocation program that will match the client’s stated investment objectives. The Core Asset Manager program matches investors' objectives with the talents of one or more registered investment advisers. Brinker recommends its clients to a particular investment manager or managers based on the client's individual needs and objectives. Once the client has selected one or more of the recommended investment managers, Brinker monitors the performance of the investment manager(s) and provides clients with quarterly reports on performance relating to both the client's securities holdings and the performance of the client's account compared to various industry indices. Under the Core Asset Manager program, portfolios are generally allocated among different investment managers and invested in individual equity and fixed income securities. If Brinker deems it appropriate, they may recommend that a portion of a client's portfolio be invested in one or more alternative strategy investments, including alternative strategy mutual funds, real estate investment trusts or exchange traded funds ("ETFs") in lieu of allocating assets separately to an investment manager. Brinker retains full discretion on the investments selected for each client’s Core Asset Manager account. Clients should be aware that Brinker may choose alternative investment products for client investment, and that these products may incur additional risks that may not be immediately apparent to the client. In addition, as clients do not generally have the opportunity to review prospectuses or offering memoranda of these products prior to investment, clients are relying on Brinker’s expertise to review the products. Clients are provided with the Form ADV, Part II of any investment manager chosen for their portfolio, which provides further information as to their management style, investment selection and review process. Brinker’s Core Asset Manager program offers personalized professional management to clients with a minimum of $250,000 to invest, although Brinker generally recommends that the Core Asset Manager program be targeted to clients with a minimum of $1 million to invest in order to achieve appropriate diversification, since most managers offered within the program require a minimum of $100,000 per strategy. Clients with less than $1 million to invest may find that the Brinker Unified Managed Account offers more diversification across multiple asset classes. c. Unified Managed Account (“UMA”) The Brinker UMA program allows a client to establish a discretionary managed account that is invested in a manner consistent with one of several multi-manager, multi-asset class

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strategies. Brinker’s UMA program offers clients the ability to combine the benefits and attributes of separately managed accounts and traditional mutual fund wrap programs. In addition, the UMA program allows investments in ETFs and certain fixed income instruments. As with the other Brinker products, the AXA Advisors IAR works with the client to complete the individual client questionnaire, which allows Brinker to determine the appropriate investment strategy recommendations to meet the client’s investment objectives. In the UMA program, assets in each asset class are allocated by Brinker to an underlying sub-manager responsible for managing such assets through the use of separately managed accounts, registered mutual funds, and ETFs. In addition to establishing the asset allocation for the client’s account, Brinker evaluates, selects, and monitors the funds and the managers responsible for managing the assets in the client's account and provides quarterly performance reports to the client. Brinker has retained Natixis Asset Management Advisors, LP (“Natixis”) as the coordinating sub-adviser (“CSA”) to perform portfolio implementation and coordination services on behalf of clients in the UMA Program. The CSA is generally responsible for implementing the style manager's instructions with respect to client accounts in the UMA program and for complying with Brinker's instructions concerning the purchase and sale of fund shares, but does not review or make any independent determination with respect to the merits of such investment instructions. The minimum initial investment for the UMA program is $250,000. For clients with a minimum of $500,000 under management, Brinker offers a tax transition feature which allows legacy securities with low cost bases to be transitioned over multiple tax years. d. Retirement Plan Services Program (401k) and Retirement Plan Services Plus Brinker also offers retirement plan advisory services utilizing its Destinations investment strategies (the "Retirement Plan Services Program") to sponsors ("Sponsors") of retirement plans ("Plans") covered by the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The Retirement Plan Services Program is provided in conjunction with an administration and recordkeeping service provider ("Administrator"), AXA Advisors and its IARs. For Sponsors wishing to offer participants additional options, Brinker offers the Retirement Plan Services Plus Program, which allows participants the options of: (i) choosing Destinations as their funding option; (ii) selecting funds from a pre-screened list to fulfill their asset allocation; or (iii) directing a portion of their account to a self-directed brokerage account. Assets allocated to the self-directed brokerage account are not considered discretionary assets and are not assessed an annual fee. In both the Retirement Plan Services Program and the Retirement Plan Services Plus Program, the Sponsor will enter into both (i) an investment advisory agreement with Brinker and AXA Advisors and (ii) a separate administrative and recordkeeping services agreement with the Administrator. For both programs, AXA Advisors retains certain responsibilities pursuant to the investment advisory agreement, including, without limitation: (i) conducting participant enrollment meetings and providing ongoing participant education services; (ii) assisting employees in completing a questionnaire and other forms/documents necessary for participation; (iii) collecting enrollment forms, investment selection forms and copies of

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beneficiary designation forms and transmitting them to Administrator; (iv) collecting census information and enrollment elections from the Plan Sponsor and delivering these materials to the Administrator; (v) providing investment communications to employees and participants and responding to their inquiries regarding investment profiles, available investments and investment elections, including investment strategies and asset allocation models; (vi) assisting in obtaining Plan financial data for monitoring ERISA Section 404(c) compliance; and (vii) at least annually, reviewing the Plan's investment options with the Plan Sponsor to determine whether the Plan Sponsor wishes to make any changes in the investment strategies and asset allocation models available to Plan participants. These responsibilities are performed or overseen by the IAR. Within the Retirement Plan Services Program, Brinker has full discretion to select mutual funds for the asset allocation models and the weightings allocated to each asset class. Unlike the traditional Destinations program, the Administrator is responsible for implementing mutual fund sales and purchases for the Plan participants' accounts based upon instructions provided by Brinker. By selecting an investment strategy, a Plan participant delegates to the Administrator complete and unlimited trading authorization to purchase and sell mutual funds included in the asset allocation model associated with the selected investment strategy, according to instructions provided by Brinker. Within the Retirement Plan Services Plus Program, Brinker has full discretion over the assets allocated to Destinations, but the plan participant has the ability to select the mutual funds for their asset allocation models from the pre-screened list of funds reviewed by Brinker. In the Retirement Plan Services Program, Brinker provides to the Plan Sponsor, and assists the Plan Sponsor in selecting, six or more mutual fund investment strategies available through Destinations, which the Plan Sponsor then makes available to Plan participants as investment options under the Plan. Brinker also provides the Plan Sponsor with a participant questionnaire which the Plan Sponsor makes available to Plan participants to assist each Plan participant in determining his or her investment goals, objectives and risk tolerance. AXA Advisors, through its IARs, assists Plan participants in completing the participant questionnaire. Plan participants select their investment strategy based upon the recommendation made by Brinker once the questionnaire is completed. In the Retirement Plan Services Plus Program, Brinker allows Plan participants to choose among Destinations and a choice of up to 42 additional individual mutual fund options. Each participant has the option of selecting up to 12 funds from this list for their account. For both retirement programs, Brinker has selected and reviewed the mutual funds for use within the program, and provides a recommended list or model ("Asset Allocation Model") of no-load mutual funds to implement each of the investment strategies selected by the Plan Sponsor and made available to Plan participants, as well as historic performance information for each investment strategy. Brinker reviews the Asset Allocation Models quarterly and rebalances the Asset Allocation Models from time to time, taking into account the performance of the component mutual funds and other factors it deems appropriate. Brinker transmits changes to the Asset Allocation Models to the Administrator, who is responsible for executing trades in Plan participants' accounts to reflect changes in the Asset Allocation Models. Brinker is also responsible for monitoring the relevant data on the performance of each mutual fund and investment strategy and providing the Plan Sponsor, through Administrator, with quarterly performance reports for the mutual funds and investment strategies.

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2. Curian Capital, LLC (“Curian”) Through AXA Advisors and its IARs, clients have access to Curian’s Custom Style Portfolio (“CSP”) program. Curian’s CSP program is a separately managed account that is fully discretionary to Curian and offers clients access to broad diversification across multiple asset classes, investment styles and institutional money managers. The underlying investments used by the model managers selected by Curian may include equities, fixed income securities and ETFs. Clients contemplating CSP utilize Curian’s “Proposal Generation System” to determine their investment objective and to set any investment restrictions or exclusions on the account. Through the Proposal Generation System, an “Investment Policy Statement” is developed for the account, with an asset allocation and investment plan tailored to the client’s stated investment objectives. Curian has full discretion on the client’s investments and asset allocations within the program. Clients should be aware that, as previously described above, Curian provides AXA Advisors with an annualized financial support payment that is in addition to the portion of the annual fee AXA Advisors receives. Curian offers clients a level fee payout option or a fee advance payout option for the AXA Advisors portion of the annual fee. All new accounts through AXA Advisors shall be paid under the level fee payout option; for existing accounts transferred to AXA Advisors, AXA Advisors will accept the fee payout option originally set by the client. Clients pay the same overall fees under both options; however, under the fee advance payout option, AXA Advisors would receive a significantly higher payout in the first year of the account, with lesser amounts paid in years two and three. After three years, the payout would revert to the level fee payout. The minimum investment amount is $25,000. 3. Genworth Financial Wealth Management, Inc. (including former AssetMark Programs) Genworth Financial Wealth Management, Inc. (“Genworth” or “GFWM”) is the successor firm resulting from the merger of Genworth Financial Asset Management and AssetMark Investment Services, Inc. (“AssetMark”). GFWM provides a variety of fully discretionary investment advisory services to clients. Through AXA Advisors and its IARs, clients have access to several GFWM programs, including programs previously offered under the AssetMark brand. GFWM has fiduciary responsibility for each of these programs, which are discussed briefly below. For each Genworth program, AXA Advisors’ IARs consult with clients to assess their financial situation and identify their investment objectives in order to implement and monitor investment portfolios designed to meet the client’s financial needs. Working with their IAR, GFWM clients select advisory service(s) and investment objective(s) available within the service(s). Based on a client’s individual financial circumstances, investment needs and goals and level of risk tolerance, Genworth manages the client’s account pursuant to the Genworth Investment Management Agreement (the “Client Agreement”). For new accounts, Genworth typically charges the client an initial consulting fee (“ICF”) of up to 125 bps of the beginning balance, and of any subsequent cash or in-kind transfer investment over $2,000. The ICF is in addition to the pro-rated asset-based fee that the client would be charged. In 2005, AXA Advisors negotiated with Genworth to eliminate the

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ICF on all AXA Advisors accounts. As described above, Genworth provides AXA Advisors with an annualized financial support payment that is in addition to the portion of the annual fee AXA Advisors receives. In addition, AXA Advisors’ IARs who have placed a total of $25 million or greater in client assets into Genworth programs will qualify to receive reimbursement payments from Genworth for certain qualified marketing and practice management expenses incurred by the IAR pursuant to Genworth’s “Gold Premier Consultant Business Development Allowance Program.” Pursuant to the Genworth Gold Premier Consultant Business Development Allowance Program, IARs are entitled to receive a quarterly reimbursement from Genworth Financial Wealth Management, Inc, for qualified marketing and/or business development expenses incurred by the IAR. The amount of such reimbursement is based on the total assets invested at the end of each calendar quarter in Genworth programs as follows:

Asset Level Quarterly

Reimbursement

$ 25 mm $ 1,250 $ 35 mm $ 1,750 $ 50 mm $ 2,500 $ 75 mm $ 3,750 $100 mm $ 6,250 $125 mm $ 8,750 $150 mm $11,250 $175 mm $13,750 $200 mm $16,250 $225 mm $18,750 $250 mm $21,250 $275 mm $23,750 $300 mm $26,250

In order to receive payments pursuant to Genworth’s Gold Premier Consultant Business Development Allowance Program, IARs must complete and submit directly to Genworth an expense submission detail sheet. AXA Advisors will not retain any portion of payments received by an IAR pursuant to Genworth’s Gold Premier Consultant Business Development Allowance Program. Clients considering an investment in a Genworth program should consider whether the potential receipt by an AXA Advisors’ IAR of Gold Premier Consultant Business Development Allowance Program payments results in a conflict of interest. Clients are encouraged to speak with their IAR if they have any questions regarding the Gold Premier Consultant Business Development Allowance Program. a. Privately Managed Portfolios (“PMP”) AXA Advisors offers clients access to Genworth’s PMP program, which is a separately managed account platform that provides for total flexibility in building portfolios for clients. PMP provides wide flexibility to deliver comprehensive investment strategies from individual stocks and/or mutual funds.

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Under the PMP platform, Genworth manages client assets in a portfolio of securities on a fully discretionary basis. These portfolios are offered in a variety of equity styles, with various risk management strategies and levels, which are selected by the client with the assistance of their IAR. In general, Genworth invests the assets of PMP clients in securities recommended to Genworth by the investment advisers (“Portfolio Advisers”) that Genworth selects, retains and may replace for the PMP service. For some asset classes, Genworth may choose not to use recommendations from a Portfolio Adviser and may choose to invest client assets in a mutual fund, closed-end fund or ETF, or other investments. The investment objective of a PMP portfolio is developed and recommended to clients by Genworth based upon client information collected by the IAR. The investment objective is reviewed and agreed to by the client. PMP portfolios are constructed with the goal of providing solutions that fit client objectives with regard to their investment time horizon, risk profile and risk management methodology preferences. A client’s PMP portfolio is invested in a manner consistent with the parameters of the equity preferences and risk profile selected by the client. For each account, risk management solutions may be implemented through the use of Genworth’s Actively Managed Protection service or fixed income strategies. Genworth’s investment management team works in concert with institutional money managers that are typically available only to high net worth clients. Genworth accepts fiduciary accountability for key investment management tasks such as manager selection and due diligence, personalized asset allocation strategy development, portfolio construction, active management and portfolio monitoring, portfolio rebalancing and seamless manager replacement, if necessary. PMP offers 5 risk categories and 12 portfolios comprised of “highest conviction” stocks. “Highest conviction” stocks are the stock selections that the Portfolio Advisers most strongly recommend within the portfolios they manage. Genworth manages the overall allocations (equity/fixed income) and weightings across asset classes, and PMP portfolios are rebalanced and reallocated as market conditions warrant. PMP portfolios are generally available for a minimum of $250,000 per asset allocation strategy. b. Multiple Strategy Portfolios AXA Advisors and its IARs offer clients the opportunity to invest in Genworth’s Multiple Strategy Portfolios (“GMS”). Like PMP, GMS offers 5 risk categories, but only 5 portfolios of “highest conviction” stocks. GMS is designed for the tax-sensitive investor. All holdings are purchased and held for a minimum of 366 days in order to qualify for lower capital gains tax rates. Under the GMS Service, Genworth manages client assets in a portfolio of securities on a fully discretionary basis. GMS Portfolios are designed for clients who have accounts of at least $50,000 and desire the advantages of a separate account. In general, Genworth invests the assets of GMS clients in accordance with securities recommended to Genworth by the Portfolio Advisers Genworth selects, retains and may replace for the GMS service. For some asset classes, Genworth may choose not to use recommendations from a Portfolio Adviser and may choose to invest client assets in a mutual fund, closed-end fund or ETF, or other investments.

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Unlike the PMP service, equity investments in a GMS account are not adjusted on an ongoing basis, but will generally only be readjusted after one year and at least one day. Genworth currently plans to readjust GMS equity holdings early in each calendar year. Genworth plans to dispose of any investment held in a GMS client’s account at any time between annual or other periodic adjustments as soon as reasonably practicable after a decline in the value of such investment that exceeds a threshold decline determined by Genworth in its discretion. However, the GMS service is less able than the PMP service to react to market events or opportunities and make changes between adjustment dates. c. Active Return Opportunities (“ARO”) Genworth’s ARO program is structured as a unified managed account (“UMA”). Genworth uses the UMA structure to allow more flexibility than a traditional separately managed account (“SMA”) allows. A traditional SMA program would generally limit the investment vehicles to separate accounts and mutual funds. The UMA structure allows Genworth to choose the investment vehicles that Genworth believes give their portfolios the best representation to a particular asset class, including ETFs and closed-end vehicles. Genworth manages client assets in a portfolio of securities on a fully discretionary basis. ARO portfolios are offered in three equity preferences (Global, Domestic and High Current Income) with various levels of risk management. Genworth invests the assets using a combination of individual securities and commingled vehicles, such as mutual funds, closed-end funds and ETFs. Individual securities investments are made in accordance with securities recommended to Genworth by the Portfolio Advisors that Genworth selects, retains and may remove for the ARO program. There are four platforms available within ARO – each with a different minimum investment. The minimums range from $50,000 to $500,000. The account minimum selected by the client will influence the types of investments that Genworth will use for the client’s account. Generally, accounts with larger account minimums will invest in individual securities, and accounts with smaller account minimums will invest in mutual funds, closed-end funds and ETFs. Genworth accepts fiduciary accountability for key investment management tasks such as manager selection and due diligence, personalized asset allocation strategy development, portfolio construction, active management and portfolio monitoring, portfolio rebalancing and seamless manager replacement, if necessary. When establishing an account, the client, with the help of their IAR, will select a risk/return profile that Genworth will use to implement a risk management objective in the client’s account. There are 49 available asset classes within ARO. In seeking to mitigate risk, Genworth will, in its discretion, utilize a variety of risk management strategies. These strategies will generally include investments intended to act in a manner that is non-correlated to the equity preference selected by the client. Genworth may additionally use its put-based Actively Managed Protection service to help manage risk. Genworth’s management of taxable accounts in the ARO program will include a loss-harvesting strategy, which aims to actively realize capital value losses, as they occur over

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time, that exceed certain pre-determined levels. Genworth will determine, in its sole discretion, what investments to sell, or not, in implementing this strategy. This loss-harvesting strategy will only be applied with regard to individual stocks, closed-end funds, ETFs and their equivalents; Genworth does not plan to apply it to mutual funds holdings. Genworth’s management of non-taxable or tax-deferred accounts in the ARO service will not include a loss-harvesting strategy. d. No-Load Mutual Fund Portfolios GFWM’s mutual fund program offers two different fund portfolios – one developed using primarily AssetMark funds for its asset allocation models (the “No-Load Mutual Funds – AssetMark Funds” portfolio) and the other developed using outside mutual funds for its asset allocation models (the “No-Load Mutual Funds – Other Fund Strategies” portfolio). GFWM works with four outside portfolio strategists to provide asset allocation management for the portfolio models. No-Load Mutual Funds – AssetMark Funds portfolios provide clients with the opportunity to have their assets allocated by portfolio strategists using primarily AssetMark funds, which are a proprietary family of style specific funds that were created exclusively for use in asset allocation portfolios. There are thirteen funds within the AssetMark family. Although the No-Load Mutual Funds – AssetMark Funds portfolios focus on the use of AssetMark funds, GFWM reserves the right to use certain other funds managed by Goldman Sachs to fulfill the asset allocation strategy selected. GFWM’s No-Load Mutual Funds – Other Fund Strategies portfolios are constructed utilizing mutual funds from various third-party sponsors. Three of the portfolio strategists GFWM works with – Goldman Sachs, JP Morgan and UBS – also provide mutual funds for these models. One of the portfolio strategists (Litman/Gregory) selects the third-party mutual funds offered within the program by utilizing their internal research. The portfolio strategists are also responsible for reallocating and rebalancing the model portfolios to ensure that the portfolios reflect the right type and combination of assets. There are six asset allocation models for each portfolio. Clients select their portfolio and their asset allocation based upon the client questionnaire provided by GFWM. The minimum investment for both mutual fund portfolios is $50,000. e. ETF Portfolios GFWM’s ETF portfolios provide investors with the same services as the mutual fund portfolios, but invest in ETFs instead of mutual funds. GFWM works with four portfolio strategists, who manage the ETF portfolios in the same fashion as the mutual fund portfolios. The portfolio strategists construct model portfolios using a combination of ETFs representing various asset classes, determined by the investor risk profile. Both strategic and tactical allocation approaches are utilized. The minimum initial investment for an ETF portfolio is $100,000. f. Privately Managed Account Solutions GFWM’s Privately Managed Account Solutions program (“PMAS”) consists of two

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products, the Individually Managed Account (“IMA”) and Consolidated Managed Account (“CMA”), each of which is available through AXA Advisors. IMA is a program for clients seeking style-specific investment managers to meet a particular investment objective. Clients select individual managers based upon their investment objectives. There is a $100,000 minimum for an IMA account for each individual investment manager selected. Participants can choose from any investment manager in the program. Genworth’s Preservation Strategy portfolio (“Preservations”) has also been merged into the IMA program. Preservations is a mutual fund managed account platform that specializes in asset allocation portfolios and focuses on capital preservation. Preservations is fully discretionary to Genworth, and Genworth has fiduciary responsibility for asset allocation and fund selection. Genworth utilizes their proprietary research and mutual fund selection process to make value-added fund selection decisions for Preservations and may utilize their proprietary “Actively Managed Protection” service in managing Preservations accounts. Genworth has relationships with a large universe of load and no-load fund families. In addition to mutual funds, Genworth can invest in closed-end investment companies, ETFs, and U.S. Treasury bonds, bills and notes. The minimum initial investment for Preservations is $50,000. Clients should note that the total annual fee is in addition to the expense ratios of the funds held within the program. In addition, for accounts established prior to August 18, 2008, the actual amount paid to AXA Advisors will range from 46% to 52% of the total fee collected; for all accounts established after August 18, 2008, AXA Advisors will receive a fee ranging from 0.15% - 1.35% of the client’s invested assets, depending upon the amount invested and the fee agreed upon between the IAR and the Client. The CMA product may be appropriate for clients seeking a complete, tax-efficient asset allocation solution in one account. Clients select from six model portfolios based on their individual risk profiles. There is a $500,000 minimum for CMA. CMA employs an overlay portfolio management strategy designed to provide coordination across multiple investment managers, enhance tax efficiencies, and diversify portfolio holdings in a single account. There are six primary asset allocation models. Within the models are a group of leading institutional investment managers, selected on the basis of due diligence provided by Callan Associates and Rocaton Investment Partners. Each model portfolio is customized to an investor’s risk/return profile. 4. Lebenthal Asset Management (“Lebenthal”), a division of Alexandra & James Advisory Services, LLC (“A&J”)

AXA Advisors and its IARs offer clients access to Lebenthal, a division of A&J. Lebenthal provides customized investment advisory consulting services to clients for an annual fee. The services offered through AXA Advisors are limited to portfolios comprised of fixed income securities, primarily municipal bonds. AXA Advisors’ IARs refer clients to A&J, who, through its Lebenthal division, works with the client(s) to determine their investment objectives, risk tolerance, time horizon and liquidity needs, as well as tax considerations. After discussing these goals with the client, an appropriate investment strategy is formulated by Lebenthal, using a top-down, strategic approach. This approach is implemented with a tactical application, beginning with a review of the municipal bond market and ending with the purchase of fixed income securities. After the initial portfolio is created, it is subject to ongoing review and analysis by Lebenthal to insure that it continues

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to meet the client’s objectives and is positioned to meet possible future changes in the economy and the bond market. A&J (including Lebenthal) does not act as custodian for client assets or securities – the custodian may be Lebenthal & Co., LLC (A&J’s affiliated broker/dealer) or Pershing Advisor Solutions (“PAS”). Custodial fees and transaction fees are separate from the annual fee and are paid directly to the broker/dealer on the account. The minimum initial investment is $500,000. 5. Lockwood Advisors, Inc. AXA Advisors and its IARs offer clients access to various investment advisory programs offered through Lockwood Advisors, Inc. (“Lockwood”). These programs are discussed briefly below. a. Lockwood Multi-Manager Through Lockwood’s Multi-Manager program, AXA Advisors’ IARs provide their clients with access to Lockwood’s investment managers and other advisory services. IARs provide clients with information on investment managers contractually engaged by Lockwood. IARs collect financial information from the client, including an investment questionnaire, and assist the client in selecting investment manager(s) from Lockwood’s list and/or an investment style/asset allocation model. Lockwood reviews the client’s objectives and evaluates the suitability of the investment manager(s) and/or investment style selected. The client opens a brokerage account at Pershing Advisor Solutions (“PAS”), which provides confirmations of all transactions and regular statements. Lockwood sends IARs regular performance reports, which IARs provide to their clients. Through the Lockwood Multi-Manager program, clients have access to approximately 50 managers covering more than 90 investment styles. Portfolio recommendations that are based upon LIS (as defined below) include five multi-manager options for taxable accounts and five multi-manager options for non-taxable accounts. Investment minimums for Multi-Manager accounts are generally $250,000 for the program, with a minimum of $100,000 per underlying manager. Each underlying manager has the ability to set their own investment minimums, which may be higher than $100,000. b. Lockwood Investment Strategies Lockwood Investment Strategies (“LIS”), formerly known as the Lockwood Overlay Separate Account Portfolios, offers clients access to a unified managed account (“UMA”) product that provides professionally-managed, diversified portfolios to help meet investors’ wealth management needs. LIS is a fully discretionary, multi-discipline managed account product housed in a single portfolio. Lockwood serves as the portfolio manager, determines the asset allocation strategy and selects money managers/investment vehicles based on proprietary modeling strategies. There are five core models that span the risk/return spectrum and portfolios are managed with regard to the client’s tax status for tax efficiency. Lockwood Capital Management, an affiliate of Lockwood, provides overlay services for LIS accounts (in such capacity, the “Overlay Manager”). LIS portfolios are broadly diversified

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and intended to minimize the impact to the overall portfolio if one asset class or investment performs poorly. There are tax-aware options offered for taxable accounts and total-return options. The Overlay Manager coordinates the buying and selling of securities, tax efficiency and rebalancing across each portfolio. At the client’s discretion, portfolios may include exposure to non-traditional asset classes designed to reduce overall portfolio volatility. Clients choosing to include exposure to non-traditional asset classes should carefully consider the additional risks that such investment choices may entail. In addition, clients who have limited investment experience should consider whether their risk tolerance and investment experience has adequately prepared them for such investments. The minimum investment requirement is $250,000. c. Lockwood Asset Allocation Portfolios AXA Advisors provides the Lockwood Asset Allocation Portfolios (“LAAP”) program to certain clients. Participation in the LAAP program is generally limited to clients with existing accounts. Generally, these accounts have been transferred to AXA Advisors by Financial Professionals who have joined AXA Advisors from a firm that offers the LAAP program. In addition, IARs may provide client(s) access to the LAAP program where the client(s) directly request access or if, under certain circumstances, the IAR determines that the LAAP program is especially appropriate to meet the client’s needs. AXA Advisors does not currently expect to generally accept additional accounts for the LAAP program outside of the circumstances described above. The LAAP program is a discretionary, multi-discipline managed account product housed in a single portfolio. It is similar to Lockwood’s LIS program, but is generally targeted to clients whose assets may be more appropriately allocated to mutual funds and ETFs, due to the smaller initial investment. Within LAAP, Lockwood has developed asset allocation strategies and selects investment vehicles for each investment style based upon proprietary modeling strategies, Lockwood’s economic outlook and investment research. There are five LAAP asset allocation models, each focused on a specific investment objective, ranging from current income (the most conservative model) to growth (the most aggressive model). Investment vehicles used to populate LAAP’s asset allocations generally consist of open and closed-end mutual funds, ETFs, and other securities determined by Lockwood to be appropriate. The minimum account size for LAAP is $50,000. Clients should note that the total annual fee charged does not include the underlying expenses of the funds selected for the portfolio. 6. LPL Financial Listed below is a brief description of the various investment advisory programs sponsored by LPL that are available through AXA Advisors. For each program described below (and in addition to the portion of the total annual fee AXA Advisors receives for services rendered), AXA Advisors may also receive part of other fees received by LPL, including, without limitation, a portion of 12b-1 fees. Payment of 12b-1 fees earned on mutual funds held in investment advisory retirement accounts are calculated based on the three-month average of those mutual funds held in the account that pay 12b-1 fees. Fees earned will

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be paid at the end of the quarter, and will be used to offset the client’s quarterly advisory fee. If the fee offset exceeds the quarterly portion of the total annual fee, the remaining credit will be applied to the next quarterly portion of the total annual fee. In generating investment advisory program proposals and/or reviewing and managing client accounts, AXA Advisors IARs may utilize several tools that have been designed and are maintained by LPL. These tools include the following: (i) The “Advisory Investment Proposal Tool,” which is designed to assist IARs in

providing specific advisory program proposals for clients or prospective clients on LPL’s Optimum, PWP, MWP, SAM or Manager Select platforms;

(ii) “Portfolio Manager,” which is intended to enhance an IAR’s ability to communicate

with his or her clients invested in any LPL program by enabling the IAR to group and household a client’s accounts (including assets held outside of LPL) and to generate client-approved reports; and

(iii) The “Portfolio Review Tool,” which allows IARs to provide an asset allocation

overview of existing or prospective client portfolios relating directly to a client’s specific positions and investment objective.

Clients investing in LPL programs (except Manager Select) should read the Optimum Funds prospectus and statement of additional information. The statement of additional information lists Mark Casady, Chairman and CEO of LPL, as an “Interested Trustee” and member of the Board of Directors of Optimum Funds, a family of mutual funds that are available for client investment through LPL’s SAM, Optimum, PWP and MWP programs. In the Optimum program, the Optimum family of funds is the exclusive investment option available to clients. In SAM, PWP and MWP, Optimum Funds may be provided as an investment option among other choices. In addition, funds and/or separately managed accounts of companies affiliated with AXA Advisors (“affiliated funds”), such as AllianceBernstein, L.P. (“AllianceBernstein”), may be used in the LPL programs offered through AXA Advisors. Investments in affiliated funds or managers will result in additional income and earnings for AXA Advisors and its affiliates, in addition to any commissions, 12b-1 fees, revenue sharing or other payments otherwise disclosed. In certain programs, such as MWP, LPL selects the funds used within the portfolio and AXA Advisors IARs do not have the option of selecting or rejecting these funds. Affiliated funds may or may not be included in a portfolio and their absence does not prohibit their inclusion at a future date. Investors should carefully consider whether the potential inclusion of these funds within their advisory account poses a conflict of interest prior to investing in a product that may contain affiliated funds. In addition, investors contemplating an investment in a program such as Manager Select that offers AllianceBernstein as an Approved or Recommended Manager should consider whether selecting AllianceBernstein as an asset manager for their advisory account poses a conflict of interest. Clients considering such an investment in Manager Select have the option of selecting a non-affiliated manager in place of any affiliated manager. a. Strategic Asset Management (“SAM”) The SAM program permits clients to purchase and sell on a non- discretionary basis equities, fixed income, options, and no load and load waived mutual funds (including ETFs) pursuant to investment objectives chosen by the client, and to liquidate previously

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purchased load mutual funds. In some cases, the client may provide discretionary authorization to the IAR, provided the IAR is pre-approved by AXA Advisors to offer discretionary trading. Two SAM account types are offered: SAM, where the client pays the ticket charges for transactions in the account, and SAM II, where the IAR pays the ticket charges. The minimum account value is $25,000. b. Optimum Market Portfolios (“Optimum”) The Optimum program offers clients the ability to participate in a professionally managed asset allocation program using Optimum Funds Class I shares. An Optimum account will be opened through which the client authorizes LPL on a discretionary basis to purchase and sell Optimum Funds pursuant to investment objectives chosen by the client. There are up to six Optimum Funds that may be purchased: Optimum Large Cap Growth Fund, Optimum Large Cap Value Fund, Optimum Small-Mid Cap Growth Fund, Optimum Small-Mid Cap Value Fund, Optimum International Fund and Optimum Fixed Income Fund. The minimum account value is $15,000. c. Personal Wealth Portfolios (“PWP”) The PWP program offers clients an asset management account in which LPL, with assistance from its subadvisors, directs and manages specified client assets on a discretionary basis. A minimum account value of $250,000 is required for the Program. The client selects a model portfolio from asset allocation model portfolios designed by LPL. The client, with the assistance of his or her IAR, will select third party investment advisors (“PWP Advisors”) who will provide investment models to LPL or mutual funds within each asset class of the portfolio in which to invest consistent with investment objectives chosen by the client. d. Manager Select Manager Select provides clients access to the investment advisory services of professional portfolio management firms for the individual management of client accounts. A minimum account value of $100,000 is required for Manager Select. In certain instances, the minimum account size may be lower or higher. Manager Select is available to individuals, banks and thrift institutions, pension and profit sharing plans, trusts, estates, charitable organizations, and other business entities. LPL Research chooses managers to participate in Manager Select through a two-tiered diligence process that allows LPL to identify “approved” and “recommended” managers. Although both approved and recommended managers are subject to a review of their business background and investment process prior to acceptance into the Manager Select program, recommended managers are subject to more detailed scrutiny focused on their investment style. In addition, LPL’s ongoing review of recommended managers is more extensive than the review of approved managers. LPL Research conducts ongoing reviews of approved managers on an annual basis, which requires the managers to complete a questionnaire and submit updated documentation. For recommended managers, LPL Research will meet with the managers in person and/or maintain an ongoing dialogue through conference calls, industry conferences and questionnaires to track both the management process and the individuals behind the investment decisions. Clients investing in Manager Select through AXA Advisors’ IARs will have access to all managers on LPL’s recommended list and certain managers from the approved list.

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e. Model Wealth Portfolios (“MWP”) MWP provides clients with access to managed mutual fund portfolios created and designed by LPL Research with oversight from the LPL Financial Overlay Portfolio Management Group (the “LPL Overlay Manager”). For the MWP platform, LPL Research has created a series of model investment portfolios that each focus on a specific theme, such as “socially responsible investing” or “tax aware investing.” Within each theme, LPL Research has developed an asset allocation strategy that relates to the investment objective identified by the client. The portfolios are fully discretionary to LPL. The client, with the assistance of his or her IAR, will determine his or her risk tolerance by completing the confidential client profile and select an investment objective and model portfolio theme. All subsequent investment choices and allocations are determined by LPL Research and implemented by the LPL Overlay Manager. The minimum account value is $100,000. f. Insured Deposit Accounts LPL provides access to an insured deposit account (an “ICA”) as the primary cash sweep vehicle for LPL advisory non-retirement accounts. Please review the LPL ICA Disclosure Document and related documents for more information, including information regarding options for investment advisory retirement accounts and sweep (or non-sweep) options outside of the ICA. The ICA program uses multiple banks to provide clients with FDIC insurance. LPL, as the client’s agent, will place up to $98,500 ($197,000 for joint accounts) of available cash in an ICA with a bank in accordance with the priority list. The priority list is determined in accordance with a number of factors by LPL and/or its ICA provider, including but not limited to fees paid by the banks to LPL and/or its ICA provider. LPL, as the client’s agent, will open an ICA at additional banks in accordance with the priority list so that funds in excess of $98,500 (or $197,000 for joint accounts) may be swept into those accounts, up to $1 million total ($2 million for joint accounts). Funds above $1 million ($2 million for joint accounts) will be invested in a money market account designated by LPL. A prospectus for the money market account is available from a client’s IAR upon request. These excess funds will not be covered by FDIC deposit insurance. The ICA sweep vehicle pays interest according to a tiered rate structure (the current interest rate is available from your IAR) determined based on the aggregate value of all of a client’s eligible accounts, not just the ICA. The aggregate account value includes household relationships of eligible ICA accounts (you are responsible for notifying AXA Advisors of accounts you wish to have linked for householding purposes). Interest earned on deposits in ICAs generally will be taxed as ordinary income in the year in which it is received. ICAs are covered by FDIC, but not SIPC. The Client is responsible for monitoring the total amount of deposits s/he has at a bank to determine the amount of FDIC coverage available. Each ICA constitutes a direct obligation of the bank at which it is held and is not directly or indirectly an obligation of LPL or AXA Advisors. Each bank will pay LPL a fee equal to a percentage of the average daily deposit balance in your ICA with the bank. The fee may be an annual rate up to an average of 200 basis points as applied across all insured deposit accounts taken in the aggregate; therefore, on some accounts, fees to LPL may be higher or lower than this amount. In addition, AXA Advisors or other service providers with respect to the ICA program may earn fees based

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on the average daily deposit balance of your ICAs at the bank(s). AXA Advisors may in turn pay all or part of the fee it receives to the client’s IAR. Fees paid by the bank(s) to LPL, AXA Advisors and/or other service providers may be more or less than the interest the bank(s) pay on client ICAs, and the fees LPL or AXA Advisors earn may be greater than the fees they would receive if you invest in other sweep options, such as money market funds. The amount of fees received or waived by LPL and/or AXA Advisors will affect the interest rate on client ICAs. In addition, the interest rates paid by bank(s) with respect to ICAs may be lower than the interest rates available to depositors making deposits directly with the banks or other depository institutions in comparable accounts. Similarly, the interest rates paid on ICAs may be lower than the yields on investments in money market mutual funds and other cash equivalent investments. The sweep option for your account should not be viewed as a long-term investment option. Other options may be available outside the sweep option if you intend to keep cash balances for other than a short period, or are seeking higher yields to help maximize your potential return, consistent with your investment objectives and risk tolerance. Please speak with your IAR if you would like more information regarding alternatives to the ICA program. One such alternative available through AXA Advisors to clients with non-qualified SAM/SAM II accounts is the Daily Income Fund – Money Market Portfolio (the “Daily Income Fund”), a money market fund offered directly by Reich & Tang Asset Management, LLC (“Reich & Tang”) that seeks to provide investors with potentially higher levels of current income to the extent consistent with capital preservation and liquidity. A Daily Income Fund portfolio may include commercial paper, floating rate notes, domestic and foreign bank obligations. Clients should note that the Daily Income Fund, as with all money market funds, is not FDIC insured. To invest in the Daily Income Fund, the client, with the assistance of his or her IAR(s), will select a “target” amount of cash to remain in his or her SAM/SAM II account or ICA, and the remaining cash will be invested in the Daily Income Fund. The initial investment will generally be subject to a transaction cost (of $50) and confirmation fee (of $5). After the initial investment, Reich & Tang will initiate purchases and redemptions to and from the client’s Daily Income Fund account in order to maintain the pre-selected target amount within the client’s SAM/SAM II account(s). These transactions will not be subject to any additional costs or fees. Unlike the ICA program, the Reich & Tang option does not carry all of the characteristics normally associated with a cash “sweep” vehicle. AXA Advisors receives a fee equal to 0.30% of total monthly client assets invested in the Daily Income Fund if the total assets exceed $1,000,000. Clients with a non-qualified SAM or SAM II account that are interested in investing excess cash in the Daily Income Fund should speak with their IAR(s) and carefully read the prospectus, which includes important information regarding the product’s features, charges, costs and risks, prior to investing in the fund. 7. Morningstar Investment Services, Inc. (“MIS”) AXA Advisors intends to begin offering clients access to a variety of investment advisory products available under MIS’s Managed Portfolios program, including a mutual fund asset allocation program, an exchange-traded funds (“ETF”) program and a program using baskets of select stocks. These programs are expected to be available through AXA Advisors beginning approximately in late June 2009. Each program is fully discretionary to MIS. The programs are described briefly below.

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a. MIS Mutual Funds Portfolios MIS Mutual Funds Portfolios offer a series of fund portfolios designed to achieve specific return objectives within controlled risk parameters to match a spectrum of investment objectives. MIS will determine the appropriate asset allocation for the client based on the client’s answers to the risk tolerance questionnaire. AXA Advisors’ IARs will assist the client in completing the questionnaire. MIS constructs and manages the portfolios, which will consist of mutual funds that are aligned with a particular investment objective or are concentrated in a certain asset class. The core of the program consists of three suites of actively managed portfolio strategies. All portfolios are based on fundamental research, analysis and disciplined ongoing investment management. Both strategic and tactical asset allocation models are used. The three main portfolio strategies are as follows: Asset Allocation Portfolios – These mutual fund portfolios are designed to help reduce risk by diversifying a client’s investment over many categories. The portfolio strategies will range from Conservative to Aggressive Growth. Versions of the Asset Allocation Portfolios are available in both taxable and tax-deferred accounts. Focused Allocation Series – These are mutual fund portfolios that are designed to achieve particular investment objectives. These portfolios will include an absolute return sleeve and foreign-based portfolios. Retirement Income Portfolios – These mutual fund portfolios are designed to generate a cash flow during retirement and protect against the risk of a client outliving his or her assets. MIS populates the selected portfolio type with mutual funds selected using proprietary research belonging to Morningstar Inc. (“Morningstar”), an affiliate and the parent entity of MIS. The minimum initial investment amount for MIS’s Mutual Funds Portfolios program is $50,000. Clients should be aware that the total annual fee does not include mutual fund expense ratios. b. MIS ETF Portfolios

MIS ETF Portfolios are actively managed by the MIS investment team using a “core and explore” investment process. This strategy combines “core” positions that provide exposure to broad asset classes with “explore” positions that seek to add alpha by taking advantage of relative opportunities identified by Morningstar’s proprietary ETF rating methodology. The portfolios are designed to help reduce risk by diversifying the client’s investment over major asset classes. MIS offers five different strategies to serve a range of investor risk profiles: Aggressive Growth, Growth, Moderate Growth, Income & Growth and Conservative. The underlying asset allocation process and the varying strategies are identical to those used for the mutual fund portfolios. Core positions are represented by ETFs that provide exposure to a broad asset class, such

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as the domestic equity market. Explore positions will generally consist of ETFs that track more narrow segments of the capital markets, such as a particular investment style, sector, or region/country. MIS utilizes Morningstar’s proprietary research to determine which ETFs are used in each portfolio. The minimum initial investment amount for an MIS ETF portfolio is $100,000. Clients should be aware that the total annual fee does not include transaction costs, or the underlying expense ratios of the ETFs used within the portfolios. c. MIS Select Stock Basket Portfolios MIS Select Stock Basket Portfolios offer customized equity portfolios of U.S.-traded stocks tailored to suit an investor’s specific parameters, including sector and industry exposure, stock restrictions, existing holdings and personal tax situation. Using Morningstar’s proprietary research, MIS analysts determine a fair value estimate, which represents Morningstar’s analysts’ estimate of a firm’s intrinsic worth per share. MIS uses a customized sub-set of the most highly-rated stocks in Morningstar’s coverage universe within the Select Stock Basket Portfolios. MIS constructs and manages each Select Stock Baskets strategy to achieve an optimal balance of risk and reward, while keeping in mind the tax and cost implications of trades. It also manages the accounts to effect any investment strategy changes, monitor cash balances and funding activity, and rebalance positions to ensure ongoing compliance with the client’s objectives and other criteria. There are two types of portfolios available. The first is MIS’s “basic” customized portfolio, which covers broad spectrums of market capitalizations and styles, including All Stocks, Growth/Core and U.S. traded stocks. Minimum account size is $250,000. The second portfolio type is the “Strategist Series Portfolio,” which is patterned after portfolios featured in Morningstar’s StockInvestor and DividendInvestor newsletters. These portfolios aim to invest in high quality firms at sharp discounts to what MIS analysts believe they are worth. The minimum initial investment for these portfolios is $100,000. Clients should be aware that the total annual fee does not include transaction costs and will decrease as certain breakpoints are reached. d. MIS Enhanced Portfolio Services MIS Enhanced Portfolio Services (“EPS”) are part of MIS’s overall Managed Portfolios program, but are separate from the previously described strategies. EPS are intended for those that are seeking a portfolio strategy that is tailored around their total current holdings, not just the holdings in their MIS program account. A client’s EPS strategy will be designed specifically with a view toward his or her investment objectives, limitations, and/or guidelines and will consist, in most cases, of no-load or load-waived open-end mutual funds. If a client’s account is governed by an investment policy or restrictions that demand a specific asset allocation structure and composition, MIS can offer an investment solution tailored to that client’s particular needs. The minimum investment amount for EPS is $1,000,000. Clients should be aware that the total annual fee will decrease as certain breakpoints are reached. In addition, the total annual fee does not include mutual fund expense ratios.

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8. Nationwide Investment Advisors (“NIA”) AXA Advisors and its IARs make NIA’s overlay manager services available for participants in certain Nationwide Resources Trust and Innovator qualified retirement plans through NIA’s ProAccount program. The ProAccount program allows IARs to offer plan sponsors the opportunity to provide additional benefits and services to plan participants. Specifically, plan participants may elect to use NIA to allocate the assets within their Nationwide qualified plan, based upon their investment objectives and risk tolerance. NIA is an affiliate of Nationwide Financial, which offers the Nationwide Resources Trust and Innovator Plans. Plan sponsors and participants should carefully consider the potential conflict of interest in utilizing advisory services provided by an affiliate of the plan provider, especially when reviewing the additional fees for the services. Plan sponsors should consider that although selecting NIA over other overlay managers available in the program will result in the same costs, Nationwide will generally receive a greater benefit from accounts selecting NIA as the overlay manager. IARs who offer Nationwide qualified plans to their clients have the option of selecting from one of the approved investment advisers pre-selected by Nationwide to provide advisory services to plan participants. AXA Advisors has also approved CLS and Meeder (see below) as providers for certain accounts on a service only basis. Through the use of the NIA program, plan sponsors can offer plan participants the ability to use NIA’s services to allocate their investments based upon their responses to the risk profile questionnaire. NIA is limited to the mutual funds that have been pre-selected by Nationwide for use within the program. Plan participants are not required to use NIA or any other investment advisor. There is an opt-out period for all participants (if their plan sponsor has elected auto enrollment), and participants may terminate their advisory agreement at any time. Generally, a plan sponsor will only select the services of one investment advisor/overlay manager for their qualified plan accounts. In other words, if a plan sponsor decides to include an overlay manager as an additional feature and benefit, they will select one overlay manager, allowing plan participants to decide yes or no for that manager’s services. The program is fully discretionary to NIA. NIA has hired Wilshire Associates as an independent financial expert (the “IFE”) and has delegated the responsibility of creating the asset allocations for the participants, selecting the mutual funds, and the allocation amounts for the model portfolios, to the IFE. The fees for the NIA program may reach a maximum of 1.35%. Nationwide has recently lowered the maximum fee to 1%; however, there are some older accounts that may not yet have been adjusted to reflect the new fee structure. Participants should note that the fees charged by NIA for these accounts are in addition to the fees that are associated with the mutual funds used to implement the asset allocation determined by NIA and the IFE. There are no investment minimums for these accounts. 9. Sovereign Advisers AXA Advisors and its IARs may also offer clients access to portfolios managed by Sovereign Advisers (“Sovereign”). AXA Advisors offers clients the ability to invest directly through Sovereign Advisers; however, Sovereign also provides separately managed

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accounts through specific investment options in different programs offered through AXA Advisors, such as Lockwood or LPL’s Manager Select. Sovereign specializes in managing fixed-income portfolios for individuals and institutions. Their primary investment objective is to generate attractive rates-of-return but with relatively lower levels of risk versus the market. Sovereign also offers equity portfolios for clients seeking growth of capital. Clients can choose to utilize one of Sovereign’s traditional investment options or a customized approach that better fits their needs. When a client is seeking a fixed-income portfolio, their IAR may choose to provide an introduction to Sovereign. Sovereign will work with the client to determine their investment objectives, risk tolerance and time horizon and will determine whether a traditional investment option or a customized approach is most appropriate for meeting their goals. Sovereign offers eight different investment sleeves, which can be used individually or in combination for each client. Sovereign manages each account on a fully discretionary basis. Sovereign purchases only investment grade securities and portfolio managers limit the amount of individual positions to 10% of a portfolio for larger accounts and 12-15% for smaller accounts. Sovereign’s minimum initial investment is $250,000 for accounts, although their preference is for a minimum account size of $1,000,000. Sovereign does not act as custodian for client assets or securities – the custodian may be the broker/dealer designated by the client on the Client Information form, or another custodian acceptable to Sovereign. Sovereign prefers using Charles Schwab or Pershing Advisor Solutions (“PAS”) to custody assets due to their existing relationships, the ease of trading, and the low transaction fee vs. asset based pricing they offer. AXA Advisors expects that most IARs will utilize PAS for their accounts, although they are not required to do so. Clients should be aware that the total annual fee does not include transaction charges, which are set by the brokerage firm selected by Sovereign for executing transactions. Transaction charges are paid by the client as incurred (charged through the account), or through an asset-based fee, depending upon the options offered by the custodian. Custodial fees are also charged separately to the client and are set by the custodian of the account. 10. Atlas Capital Management Corp. (“Atlas Capital”) AXA Advisors allows certain of its IARs to service client accounts held with Atlas Capital on a service only basis according to the general guidelines provided above. Atlas Capital provides investment management services designed to optimize the risk-adjusted performance of client assets through investing in what their proprietary indicators list as the right asset classes for current market conditions. Portfolios may include mutual funds, ETFs, stock baskets and other investment options that will provide a diversified portfolio of investments. The accounts are fully discretionary to Atlas Capital. Trading will occur as market conditions warrant, which means that accounts may trade frequently or a few times annually. The minimum account size for Atlas Capital is $50,000. Typically, Atlas Capital includes a

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performance fee for its client accounts; however, AXA Advisors has negotiated with Atlas Capital to eliminate that fee from the accounts it is servicing, resulting in the asset based annual fee range listed in the chart above. 11. Clark Capital Management Group, Inc. (“Clark Capital”) AXA Advisors allows certain of its IARs to make various Clark Capital Navigator products available to clients on a service only basis according to the general guidelines provided above. In addition, due to their training and familiarity with Clark Capital’s programs, AXA Advisors has agreed to allow certain IARs to make Clark Capital’s programs available to their clients on a prospective basis. As a result, certain clients may be invested in products offered through Clark Capital that AXA Advisors has chosen to not make generally available for new clients. The Navigator products offer clients access to disciplined investment management through a spectrum of investment solutions, including portfolios that concentrate on a single core strategy, or multi-asset portfolios that are strategically constructed with two or more complementary investment strategies. Their programs include separately managed accounts, ETF portfolios, and mutual fund portfolios. Clark Capital’s investment strategies are individually mapped to the client’s investment objectives and investment policy statement. Clark Capital has also developed an institutional portfolio protection strategy that uses a quantitative approach to managing risk and volatility. This strategy may include proactive asset allocation and covered call writing. Clients work with their IAR to determine their investment objectives and needs. Clark Capital works with the client and the IAR to create an investment policy statement that is then used to create an investment plan for the client using one of the following Navigator programs: a. Navigator Master: a separate account platform offering select money managers with an institutional portfolio protection strategy. b. Navigator ETF with Sentry: an additional separate account platform offering dynamic asset allocation utilizing ETFs with an institutional portfolio protection strategy. c. Navigator Premier: a program of six customized portfolios, including equity, fixed income, global and tax-free strategies. d. Navigator Asset Allocation Program: a platform of three actively managed asset allocation strategies, including the use of ETFs, mutual funds, and variable annuity subaccounts (clients should note that AXA Advisors does not permit clients to utilize the asset allocation strategy involving variable annuity subaccounts). e. Navigator Unified Solution: a program that follows a dynamic “Core and Explore” strategy that diversifies among multiple asset classes, investment managers and investment strategies. f. Navigator Global Opportunities: a program that primarily utilizes ETFs focused on diverse asset types including domestic equities, international equities, real estate, commodities, currencies, hard assets, hedge strategies and fixed income.

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g. Navigator ETF Core and Explore: an actively managed asset allocation strategy focused on global diversification through the use of ETFs. The portfolios are composed of a Core position and an Explore position. The Core positions consist of ETFs focused on diversification across market caps and equity styles. The Explore positions consist of ETFs focused upon economic sectors and world markets that Clark Capital’s research models find attractive. Minimum investments within the Clark Capital programs will generally range from $50,000 to $1 million or more, depending upon the program and the level of diversification. Clients using the Navigator Master program will also have individual manager minimum investments. 12. CLS Investment Firm, LLC (“Clarke, Lanzen and Skalla” or “CLS”) AXA Advisors and its IARs offer clients access to a variety of CLS’s advisory programs on a service only basis according to the general guidelines described above. Each of these programs offer advisory services to clients and may include mutual fund investments, separate account management and ETFs. Variable annuities will not be offered, although CLS does use these products in some of their portfolios. The CLS programs offered are described briefly below. a. CLS – Nationwide Qualified Plans The CLS program for Nationwide Qualified Plans is utilized in conjunction with Nationwide qualified plans and offers plan sponsors the opportunity to provide additional benefits and services to plan participants. Specifically, through this program, plan participants may elect to use CLS services to allocate the assets within their Nationwide qualified plan based upon their investment objectives and risk tolerance. The CLS program allows plan sponsors to offer Nationwide plan participants the ability to choose CLS to allocate their investments based upon their responses to a risk profile questionnaire. CLS is limited to the mutual funds that have been pre-selected by Nationwide for use within the program. Plan participants are not required to use CLS or any other investment advisor. There is an opt-out period for all participants (if their plan sponsor has elected auto enrollment) and participants may terminate their advisory agreement at any time. The program is fully discretionary to CLS – they select the mutual funds and the allocations for the model portfolios and make all buy/sell decisions. The fees for these services may reach a maximum of 1.35%. Nationwide has recently lowered the maximum fee to 1%; however, there are some older accounts that may not yet have been adjusted to reflect the new fee structure. Participants should note that the fees charged for these accounts are in addition to the fees that are associated with the mutual funds used to implement the asset allocation determined by CLS. There are no investment minimums for these accounts. b. Individualized Account Management (“IAM”) and IAM Hybrid The IAM program is generally offered to investors with existing assets invested in a pre-

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existing portfolio. Through IAM, CLS will make the investment decisions as to when, where and how to invest the account. Although CLS offers these services to both variable annuity accounts and mutual fund accounts, AXA Advisors will only offer the program to mutual fund accounts. CLS has developed a risk budgeting methodology that is used to develop asset allocations with an emphasis on the risk parameters identified by the client. Risk budgeting is intended to manage the level of risk within the portfolio. CLS helps the client develop a “risk budget” based upon their individual financial goals, ability to handle risk and time horizon. Once the “risk budget” has been developed, CLS works to ensure that the account remains within the budget. As market conditions change, CLS will reallocate the client’s assets to help take advantage of favorable market trends and avoid underperforming market sectors. CLS does not pick the initial funds; however, in order to participate in the IAM program, clients must have funds that appear on a pre-screened list of CLS-approved funds. IAM will primarily utilize load mutual funds. IAM Hybrid uses only mutual funds, but may include AdvisorOne funds, which is CLS’s proprietary mutual fund family. Investment minimums for IAM accounts will generally start at $30,000. IAM Hybrid accounts have a minimum investment of $30,000 per fund family. Fees for IAM accounts may be reduced at certain breakpoints. Clients should be aware that the total annual fee does not include fees that are charged by the underlying mutual funds. c. ETF Portfolios CLS’s ETF Portfolios combine mutual funds and ETFs in a single managed account. The ETF Portfolios are actively managed, utilizing the same investment methodology employed by CLS in each of its programs. CLS provides clients with an investment policy statement that governs the management of the account. ETF Portfolios offer five different portfolios, each with a different ratio of equity ETFs to fixed income investments. The portfolios relate to the investment objective and risk analysis of the client. Investment minimums for the ETF Portfolio are $100,000. d. CPM and CPM3 Portfolios CLS’s CPM and CPM3 Portfolios utilize a core and satellite methodology in making investment decisions. For both portfolio types, the core assets consist of AdvisorOne mutual funds, which are proprietary mutual funds managed by CLS, and the satellite assets are managed by other carefully screened third-party money managers. Clients should carefully consider the potential conflict of interest that that arises since these programs utilize proprietary mutual funds managed by their investment advisor, as opposed to third party mutual funds that have been screened by CLS. Clients should consider if the potential conflict of interest outweighs the potential benefits of the program. The combination of core and satellite mutual funds in both CPM and CPM3 provides client portfolios with active asset allocation and risk management while enhancing the potential of outperforming the market with high-quality, specialized mutual funds. Clients investing in CPM3 will also have access to Rydex mutual funds.

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CPM and CPM3 are each fully discretionary to CLS. The minimum initial investment for CPM and CPM3 accounts is $50,000. e. Master Manager Strategy Portfolio CLS’s Master Manager Strategy Portfolio is a customized asset allocation program utilizing the services of separate account managers, mutual funds and ETFs. The Master Manager Strategy Portfolio is generally targeted to high net worth individuals, and has a minimum initial investment of $350,000, which is slightly higher than comparable products offered through AXA Advisors. The Master Manager Strategy Portfolio is fully discretionary to CLS. Clients who seek to invest in a Master Manager Strategy Portfolio first complete a questionnaire that is used by CLS to develop an investment policy statement. The investment policy statement is used by CLS as a guideline to determine account holdings. 13. Meeder Advisory Services, Inc. (“Meeder”) AXA Advisors allows certain of its IARs to service client accounts held at Meeder on a service only basis according to the general guidelines described above. AXA Advisors may also allow new plan participants to receive services from Meeder as described below, but has otherwise chosen to not make Meeder’s products available for new clients. The Meeder program offered through AXA Advisors is designed for plan participants in qualified plans offered through Nationwide Financial, and is available for participants in the Nationwide Retirement Resource program. Nationwide Financial created the Registered Investment Advisor (“RIA”) Managed Account Services to provide additional options for participants in Nationwide Retirement Resource plans. RIA Managed Account Services are made available through RIA Services, Inc. (“RIA Services”), which is an affiliate of Nationwide Financial. The service allows third-party registered investment advisory firms to offer professional money management services directly to plan participants based on their financial situation, goals and risk profile. Meeder established the MAP program to manage mutual fund portfolios with the investment disciplines that Meeder has been using with their retirement investors. Meeder’s “defensive investing” discipline is utilized in both equity and fixed income portfolios. In equity portfolios, assets are invested in stock mutual funds when Meeder believes the risk/reward relationships of the stock market are favorable. When conditions are not favorable, assets are invested in more conservative money market portfolios. In fixed income portfolios, assets are invested in bond mutual funds when Meeder believes the risk/reward relationships of the bond market are favorable. Meeder has established eight model portfolios for MAP that are designed around different risk profiles and investment objectives. In addition, they have established five target date portfolios that are designed around the anticipated retirement date of the participant. MAP is fully discretionary to Meeder – they select the mutual funds and the allocations for the model portfolios and make all buy/sell decisions. The plan participant can opt to keep a portion of their account in the self-directed brokerage option offered by Nationwide

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(through TD Ameritrade) and select their own allocations for that portion. AXA Advisors would act as broker/dealer on those accounts. Participation in the program is optional to both the plan sponsor and the plan participants – i.e., MAP (nor any of its competitors) is not a required element by Nationwide for any of its retirement plans and individual plan participants may choose to use (or not use) MAP if offered by their plan sponsor. However, plan participants have to “opt out” of the program if offered by the plan by indicating on the application that they have received the materials and do not want to use MAP within their plan. AXA Advisors has limited new accounts using MAP to new employees (or new plan participants) for the plans already using MAP within their retirement plan. The minimum initial investment is $50,000 per plan. The fees for these services may reach a maximum of 1.35%. Nationwide has recently lowered the maximum fee to 1%; however, there are some older accounts that may not yet have been adjusted to reflect the new fee structure. Participants should note that the fees charged for these accounts are in addition to the fees that are associated with the mutual funds used to implement the asset allocation determined by Meeder. Clients utilizing MAP services should also be aware that the use of MAP will generally be more expensive than selecting mutual funds for their retirement plan. Clients should carefully consider whether the costs of the services offered by Meeder within the MAP program are reasonable when compared with the costs of selecting mutual funds made available by Nationwide for plan participants. There are no investment minimums for these accounts. 14. Rochdale Investment Management (“Rochdale”) AXA Advisors allows certain of its IARs to service client accounts held at Rochdale on a service only basis according to the general guidelines described above. Rochdale provides full service investment counseling and custom portfolio management to high net worth clients. The programs are fully discretionary to Rochdale. Rochdale accounts are targeted toward investors requiring a more personalized service and greater communication, with portfolio issues such as volatility concerns, tax sensitivity, multiple managers, low cost basis, or concentrated stock or option portfolios. Each client’s portfolio is developed by Rochdale based on the client’s investment objective, time horizon, income needs and tolerance for market volatility. Rochdale’s approach is to build a portfolio that complements the client’s existing holdings. In a broadly diversified portfolio, clients typically have some representation across domestic equities, international equities, fixed income, and/or alternative investments, as appropriate. For each asset class, clients may invest through individual security ownership or through select asset class funds. Rochdale provides each client with a written investment policy statement, based on their risk tolerance, return expectation, cash flow requirements, tax circumstances and other factors. The policy statement establishes the client’s allocation to each asset class to be used in their portfolio. Rochdale customizes each portfolio, advising on asset allocation, the level of portfolio risk to be assumed and the comparable benchmarks for each asset class. The minimum initial investment is generally $750,000; however, smaller accounts may be

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accepted. Clients should be aware that the total annual fee may be reduced at certain breakpoints. Rochdale may charge clients a performance fee that is in addition to the total annual fee, however, AXA Advisors and its IARs do not receive any portion of any performance fee and are not being paid by Rochdale from any performance fees received. Any performance fees will be agreed to by the client and Rochdale in the Client Agreement. 15. SEI Investments Management Corporation (“SIMC”) AXA Advisors may allow certain IARs the ability to service certain client accounts held at SIMC on a service only basis according to the general guidelines described above. SIMC’s investment advisory offerings available through AXA Advisors include a mutual fund asset allocation program and a Managed Account Program. Clients should be aware that the total annual fee for SIMC accounts does not include the expense ratio(s) of the mutual funds used within the asset allocation and may be reduced at certain breakpoints. a. SIMC Managed Accounts Program SIMC’s Managed Accounts Program ("MAP Program") is generally offered to high net worth individuals, trusts, endowments and foundations and institutions through financial intermediaries such as registered investment advisors. In the MAP Program, SIMC selects sub-advisors to manage individual portfolios of stocks and bonds based on a specific investment style. Mutual funds may be recommended for a portfolio, including SEI Funds, for which SIMC also serves as investment manager. Additionally, the MAP Program offers a feature called Integrated Managed Accounts ("IMA"), which is an enhancement to the standard MAP Program. In an IMA, SIMC selects one sub-advisor to serve as a tax manager for client’s MAP Program account. Other sub-advisors recommend securities using buy/sell lists for the specific asset classes in the asset allocation that the client has selected. An integration fee will be charged to the Client's account when the Client selects the IMA feature. The fee will cover the integration of the equity managers, which helps result in increased coordination across the equity account, increased tax efficiency and additional features such as wash sale prevention. These additional fees only apply to the equity portion of a Client's account that is allocated to the integrated equities portfolio; the fees do not apply to the fixed income or funds portion of the Client's account (if applicable). Certain clients may receive a fee discount. Through the MAP Program, SIMC manages the client’s account in accordance with a strategy selected by the Client with the assistance of his or her IAR. AXA Advisors is responsible for determining a Client's initial and ongoing suitability to invest in the MAP Program, based on the Client's goals, risks, tolerance, income needs, limitations and financial circumstances. SIMC is responsible for managing those assets the Client allocates to the MAP Program in accordance with the investment objective selected by the client and for conducting a suitability review, both initial and ongoing, relating to such selected investment strategies. There is no minimum initial investment for this account type.

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b. SIMC Mutual Funds Asset Allocation Program Through the SIMC Mutual Fund Asset Allocation Program, the client has selected an investment strategy and chosen a mutual fund asset allocation model that may have been provided by SIMC or elects to purchase individual mutual funds. The assets have been allocated in accordance with the investment strategy or model selected by the client. SEI mutual funds are the exclusive funds for client investment. The SIMC Mutual Fund Asset Allocation Program offers both Private Client and Static asset allocation models. Static models are older choices and are not being widely utilized by SEI. The Private Client models are actively managed by SIMC and are rebalanced on a quarterly basis. The models range from Defensive to Aggressive and include Tax-Managed Portfolios. SIMC offers several strategies within the SIMC Mutual Fund Asset Allocation Program, which are described more fully in the SIMC Form ADV, Part II. These strategies include Goals-Based Investing, which is used to help clients, through their IARs, develop an appropriate goal-driven investment strategy that revolves around their life needs and allows clients to plan for achieving multiple short- and long-term goals. SIMC uses SEI’s Private Client Model Allocations as the investment vehicle for the Goals-Based Strategy. Another strategy is the Distribution-Focused Strategy, which is designed to provide a predictable cash flow for a specific time period from a diversified mix of mutual funds. Multiple strategies are available to help investors meet their retirement cash flow goals, based on their risk tolerance and desired time horizon. In addition to achieving distribution objectives, the Distribution Focused Strategy is designed to provide a degree of principle preservation. Investors can also choose strategies that offer different risk preferences. These strategies utilize SIMC’s Defensive, Moderate (Stability Focused models) and the Growth-Focused Private Client models. Mutual Fund Asset Allocation Program AXA Advisors offers certain clients the ability to invest in a professionally-managed mutual fund asset allocation program that utilizes mutual funds available through Charles Schwab & Co., Inc. ’s (“Schwab’s”) Institutional Platform (the “Schwab Platform”). Client authorizes AXA Advisors and his or her IAR to purchase and sell, on a non-discretionary basis, load and no-load mutual funds available on the Schwab Platform (and to liquidate previously-purchased mutual funds) according to investment objectives chosen by the Client. Client directs AXA Advisors to direct trades and custody services in the Client’s account to Schwab, a registered broker-dealer and member FINRA/SIPC, unless AXA Advisors deems it to be inconsistent with its duties of best execution. Schwab will provide the Client with regular account statements and confirmations of all transactions (except for systematic purchases or redemptions, which will be included on monthly or quarterly statements). IAR will obtain the necessary personal and financial data from Client, assist Client in determining the suitability of a program account and assist Client in setting an appropriate investment objective. IAR will initiate the steps necessary to open a program account and assist Client in selecting a mutual fund portfolio consistent with the Client’s stated investment objectives. Rebalancing is not automatic, although AXA Advisors and the IAR may make recommendations to the Client regarding rebalancing or reallocating the

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portfolio from time to time. The minimum account size is $25,000. Cash awaiting investment may be placed in money market funds that pay shareholder servicing and/or distribution fees. AXA Advisors, IAR and/or Schwab may receive all or a portion of such fees from the funds, which will be additional compensation to them. Client will be charged an annual fee for the account that will range from 0.50% to 3.00% of assets under management. A portion of the fee will be retained by AXA Advisors and a portion will be paid to IAR. The annual fee is negotiable and is payable quarterly in arrears. Schwab will be responsible for custody and clearing for the account, but will not be responsible for providing any investment advice to Client or assisting Client in determining program suitability, which responsibilities will remain with AXA Advisors and IAR. Schwab will carry out transactions only as directed by IAR or Client. Client will be provided with and execute a Client Agreement prior to opening a program account. Client should carefully review the Client Agreement (and the Schwab brokerage agreement) for additional important details regarding the program and relevant fees. In addition to the annual fee, AXA Advisors and/or Schwab may receive financial support payments from certain mutual fund companies for Client assets placed by AXA Advisors in the funds. Such payments received by AXA Advisors will generally be structured as: (i) an annualized percentage of client assets placed in the fund (generally ranging from 3 bps (0.03%) through 7.5 bps (0.075%)), subject to an alternative annual minimum payment ranging from $50,000 through $250,000; (ii) a “sales-based” payment equal to a percentage (generally ranging from 7.5 bps (0.075%) through 20 bps (0.20%)) of the purchase amount of each mutual fund purchased on behalf of a client, subject to an alternative annual minimum payment generally ranging from $50,000 through $250,000; or (iii) an annual flat fee payment (up to $1.75 million) irrespective of client assets placed into the fund. Financial support payments are generally not assessed with respect to assets held in mutual funds through retirement accounts. AXA Advisors discloses the names of the mutual fund companies that have entered into agreements with AXA Advisors to pay financial support in the “Guide to Mutual Fund Investing,” which is available from the Client’s IAR upon request. The financial support payments described above will not result in a higher payment to a client’s IAR. However, the additional payments will contribute to AXA Advisors’ profits and may indirectly benefit the IAR insofar as the payments are used by AXA Advisors to support costs related to marketing or training. The client should consider these additional payments and the potential conflicts of interest they create carefully prior to investing in the mutual fund asset allocation program offered through AXA Advisors. The client is encouraged to ask his or her IAR for additional information should he or she have any questions regarding these payments or the potential conflicts of interest they create. In addition, in certain instances AXA Advisors or its IARs may receive a “finder’s fee” from a mutual fund company for placing a client’s assets into the fund. A finder’s fee is generally triggered by an asset placement equal to or in excess of $1 million, and generally ranges from 25 bps (0.25%) to 100 bps (1.00%) and will be disclosed in the prospectus or Statement of Additional Information (“SAI”) of the mutual fund. The prospectus will be provided to the client prior to investing in a mutual fund, and the SAI is available upon request to the client’s IAR. The client should consider the potential conflict of interest

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3(K) & (L)

created by a “finder’s fee” carefully prior to investing in any mutual fund that offers such a fee and is encouraged to ask his or her IAR for additional information should he or she have any questions regarding this fee or the potential conflicts of interest it creates.

Asset Management Referral Arrangements AXA Advisors and its IARs may refer clients to the investment advisory and asset management services of an investment adviser affiliated with AXA Advisors, Bernstein Global Wealth Management, a unit of AllianceBernstein. AXA Advisors acts as a solicitor under rule 206(4)-3 of the Investment Advisers Act in these instances. Generally, the advisory fees are annual fees paid quarterly and are based on the assets held in the advisory account. AXA Advisors receives a fee of up to 40% of the fees payable to Bernstein Global Wealth Management in the first year after a client’s referral, and then up to 12% of the fees payable to Bernstein Global Wealth Management in subsequent years. See the Form ADV Part II or brochure of Bernstein Global Wealth Management for more information on their respective investment advisory practices.

* * * Alternative Investments AXA Advisors may provide advice concerning certain investment companies which are organized as limited partnerships that invest in, amongst other things, real estate, equipment leasing funds, oil and gas programs, managed futures, securities and derivatives. AXA Advisors does offer a number of alternative investments in its capacity as a broker-dealer, but as an investment adviser, AXA Advisors also offers qualified investors certain hedge fund and fund of fund interests, primarily through LPL. AXA and its IARs act as solicitors for these hedge fund programs. Please review the Offering Memorandum or Prospectus of the hedge fund or fund of funds for more information, as the terms of each offering may differ, as well as certain fees and charges that may be applicable. Hedge fund and fund of fund interests are not available in SAM, SAM II or any LPL wrap-fee advisory program. AXA Advisors and select IARs have the option of offering structured products to advisory clients investing in SAM. Structured products are considered to be alternative investment products, due to their non-traditional composition. Structured products typically come in the form of bonds and are called “Structured Notes,” although some structured products come in the form of Certificates of Deposit (“CDs”). Each Structured Note has a maturity date, $1,000 par value or principal amount, and may or may not pay periodic interest or dividends. CDs do not pay periodic interest or dividends. Each Structured Note is a debt obligation of the underwriter/issuer and will therefore carry both the name and the senior debt rating of the issuer. It is important to remember, however, that the creditworthiness of any issuer does not affect or enhance the likely performance of the investment other than the ability of the issuer to meet its obligation. AXA Advisors currently offers structured products sponsored by JPMorgan Chase & Co., Deutsche Bank Securities, Inc., HSBC Bank, USA and Credit Suisse First Boston, LLC. Structured products can be securities derived from any of the following: a single security, a basket of securities, an index, a commodity, a debt issuance or even a foreign currency. Some structured products offer full protection of the principal invested – structured products offering principal protection will prominently reflect that fact – however clients should note that principal protection is offered only to those products held to maturity. If a

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structured product is sold prior to maturity, the client will receive the current value of the note, which may be higher or lower than the amount invested. Due to the volatile nature of certain types of bonds, there can be significant losses if structured products are sold on the secondary market. Some structured products offer limited or no protection of the principal. Most structured products pay an interest or coupon rate substantially above the prevailing market rate. Structured products also frequently cap or limit the upside participation in the referenced asset, particularly if some principal protection is offered or if the security pays an above-market rate of interest. Structured products in the form of CDs have the added protection of being FDIC insured; however, the insurance generally covers only the principal amount invested and is subject to the individual FDIC limits per investor. Structured products sold within an advisory program such as SAM will not incur an up-front sales charge to the client for the sale. AXA Advisors and the IAR(s) will, however, receive compensation from the advisory fees on all of the assets held within the client’s SAM account, including the structured product. The majority of structured products have a short to intermediate maturity – generally less than five years – although some may go as long as fifteen years. For structured products with a long time until maturity, purchasing this product within an advisory account may result in higher compensation to the IAR than if the product was sold directly. Clients are advised to limit their overall allocation to alternative investments to no more than 25-35% of their overall investment assets (15% for clients aged 70 and above), with no more than 20% allocated to any one asset class (15% for clients aged 70 and above). This guideline should be used with all of a client’s investments in alternative investment products – in other words, clients should generally limit their exposure to specific alternative investment types, such as hedge funds, to a maximum of 20% per type (15% for clients aged 70 and above). However, if a client also has positions in another alternative investment type, such as REITs, those assets should be combined with the potential allocation of assets to structured products, so that no more than 35% (for clients with a liquid net worth of more than $5 million and an investment objective of “aggressive growth”) of a client’s entire portfolio is allocated to alternative investments. Although structured products are classified as an alternative investment, AXA Advisors will allow clients who seek to invest a larger percentage in structured CDs that are covered by FDIC insurance to invest up to 50% of their net worth, provided that that does not exceed the limitations of the FDIC coverage for that investor. Clients must advise their IAR of any additional alternative investment holdings in their portfolio. Alternative Strategy Mutual Funds AXA Advisors offers, through the SAM, SAM II, PWP and MWP programs (as well as in brokerage accounts and through direct purchase), the opportunity for clients to invest in mutual funds that follow an alternative strategy. Many mutual funds utilize alternative investment techniques in the management of their funds. Typically, these techniques are intended to modify risk within the portfolios. Although there are a number of different investment techniques that fall into the category of alternative investing, common examples of alternative investment techniques include hedging strategies through the use of options and/or futures contracts. Investors should be aware that although the use of these strategies in traditional mutual funds is primarily intended to reduce risk, if the use of alternative investment strategies is not successful, it may increase the risk to the investor, through loss of principal (decrease in the net asset value of an investment).

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4(A)(5) & (B)(8)

Mutual funds that focus on alternative investment strategies, known as alternative strategy funds, may also be available. Alternative strategy funds can include bear market funds, alternative strategies funds, long-short funds, as well as commodity funds and funds that invest in real estate investment trusts (“REITs”). As with any type of mutual fund, the risk to the investor will vary, as some strategies are more aggressive than others. Alternative strategy mutual funds are not appropriate for inexperienced investors and should typically be used to represent a small portion of an experienced investor’s portfolio. Many, but not all, of these funds require a larger initial investment, such as $10,000 or more. Clients are encouraged to carefully read the prospectus for any alternative strategy mutual fund they may invest in and to ask their IAR any questions they may have regarding these funds.

* * *

Please refer to the answer to Questions 1(A) & (C), located in this Schedule F, above, for a description of the methods of analysis that AXA Advisors and its Financial Professionals utilize in providing various investment services. The principal source of information used by AXA Advisors to prepare financial plans is the information provided by clients, including personal data, assets and liabilities, income expectations, assumed rate of inflation and return on assets, long term and short term financial goals, risk tolerance and other relevant data. Additionally, to prepare some financial plans, the staff at the AXA Planning Center may consult from time to time with other employees (some or all of whom may be employees of AXA Financial or its affiliates) having legal, accounting or actuarial training to help develop or review financial planning advice. The staff may use services and subscriptions such as RIA, CCH, and Crescendo to review current federal laws on income, estate and gift taxes, regulations and rulings, financial planning publications and other research material such as the Wall Street Journal and federal websites such as the IRS. In addition to these sources of information, Financial Professionals may also use training and marketing materials, prospectuses and annual reports for the securities, investment and insurance products distributed by AXA Advisors or its affiliates in developing product recommendations. With regard to investment advisory services, AXA Advisors subscribes either directly, or indirectly through LPL, to BNY Jaywalk, Reuters, Market Edge, Dow Jones, Credit Suisse First Boston Equity Research, Standard and Poor’s, Lipper, and Ibbotson Associates. Additionally, the following sources are used: Morningstar, Inc., Thomson Financial, and other professional sources. AXA Advisors also analyzes the prospectuses and offering memoranda of mutual funds, unit investment trusts, direct participation programs, variable annuities, variable life insurance and other life insurance policies in developing and evaluating investment and/or planning recommendations. National conventions, professional meetings, membership in the International Association For Financial Planning and the Investment Company Institute also serve to provide AXA Advisors with continuing access to the practical experiences of others and current developments. AXA Advisors and its IARs also have access to investment research compiled by LPL’s in-house research team (“LPL Research”). LPL Research provides AXA Advisors and its IARs with access to investment research and advice, market and economic commentary, performance reporting and recommendations, and portfolio management tools and services, covering topics including mutual funds, separate accounts, REITs, ETFs, fixed income, and certain alternative investments. LPL does not have any proprietary products

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5 6

or investment banking business, and strives to provide independent, objective and unbiased investment research. AXA Advisors' Policy Advisory Committee (the "PAC") oversees AXA Advisors' financial planning policies, such as review of financial planning tools to help ensure the presentation of quality financial planning advice. For example, the PAC oversees decisions regarding reviewing and establishing standards for selecting projections, estimates and assumptions used to develop the general recommendations contained in the plan as described in response to Item 1(A). The general recommendations in the plan typically address basic financial planning considerations such as income and expense management, risk management and asset management (including asset allocation based on principles of modern portfolio theory). Members of the PAC include Mary Beth Farrell, James Mullery, Christine Nigro, Deborah O’Neil, Albert Papa and Anthony Sages.

* * *

In order for an individual to qualify as an IAR of AXA Advisors who may provide investment advisory products and services, the individual must meet certain criteria including required securities and investment advisory examination and/or licensing requirements, and typically, education, experience and/or demonstrated financial services sales proficiency requirements. IARs are also typically required to successfully complete a training program. Certain eligibility and/or training requirements may be deemed satisfied or waived for persons based on prior relevant experience in the financial services industry. In addition, Financial Professionals are encouraged to maintain or pursue a professional designation conferred by a recognized national association of financial planners or other recognized professional institution. Financial Professionals who have not yet completed required training may work with a qualified colleague to complete the interview profile and develop and present a financial plan to a client. In addition to the general investment advisory requirements described above, IARs must meet additional requirements to qualify to offer investment advisory services pursuant to the Advisory Services Program, including obtaining a CFP® or Chartered Financial Consultant professional designation or having at least two years relevant experience and completing AXA Advisors-mandated financial planning training.

* * * Information regarding principal executive officers of AXA Advisors, or individuals with a similar status or performing similar functions, is provided below: Harvey E. Blitz was born in 1945. Mr. Blitz is a Senior Vice President and Director of AXA Advisors, LLC. He joined AXA Equitable in 1978 and is currently Senior Vice President of the Tax Department. Prior to joining AXA, Mr. Blitz held Associate positions in law firms. He earned a JD from the University of Chicago, LLM from New York University School of Law and BS from Wayne State University. Kevin R. Byrne was born in 1955. Mr. Byrne is an Executive Vice President and Treasurer of AXA Advisors, LLC. Mr. Byrne is responsible for AML activities of AXA Advisors. He is also an Executive Vice President and the Chief Investment Officer and Treasurer of AXA Financial, Inc. Mr. Byrne joined AXA Financial in 1989. He became Treasurer in 1995 and Chief Investment Officer in 2004. He began his career at General Electric Company. Mr. Byrne holds an MBA from New York University and a BS from Fordham University.

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William D. Degnan was born in 1958. Mr. Degnan is a Senior Vice President of AXA Advisors. Mr. Degnan joined AXA Advisors in 1981 and became a Regional Vice President that year. Mr. Degnan became an Executive Vice President of AXA Advisors in 2002 and a Senior Vice President of AXA Equitable Life Insurance Company in 2005. Mr. Degnan graduated from the College of St. Thomas in St. Paul, Minnesota with a BA in business and finance. Richard S. Dziadzio was born in 1963. Mr. Dziadzio is a Director of AXA Advisors, LLC. Mr. Dziadzio has been with AXA Group since 1994, working in both Paris and the U.S. Currently, he is the Chief Financial Officer of AXA Financial, Inc. He earned a BS from the Wharton School of Business at the University of Pennsylvania, and an MBA from INSEAD in Fontainebleau, France. Mary Beth Farrell was born in 1957. Ms. Farrell is the Vice Chairman and an Executive Vice President of AXA Advisors, LLC. Ms. Farrell joined AXA Financial in 1999 as a Senior Vice President and Deputy Controller. Ms. Farrell subsequently served as Executive Vice President of Finance and Corporate Administrative Services for AXA Financial, as well as Executive Vice President of Service Delivery. Prior to joining AXA, Ms. Farrell held senior positions at Greenpoint Financial/Greenpoint Bank and Citicorp/Citibank. Ms. Farrell earned a BS from the University of Scranton. Barbara Goodstein was born in 1960. Ms. Goodstein is a Director of AXA Advisors, LLC. She is currently the Chief Innovation Officer and Executive Vice President of AXA Equitable. Immediately prior to joining AXA, Ms. Goodstein was senior vice president at JP Morgan Chase. Earlier, she was creator, president and CEO of Instinet.com, and she also held senior management positions at Scudder Kemper Investments, Van Eck Global, Bankers Trust and Shearson Lehman Brothers. Ms. Goodstein earned her MBA from Columbia University Graduate School of Business and her BA from Brown University. William McDermott was born in 1959. Mr. McDermott is an Executive Vice President of AXA Advisors, LLC. Mr. McDermott joined AXA in September of 2007 after spending 11 years with various divisions of Fidelity Investments. He was most recently Executive Vice President of Large Corporate Market Retirement Services at Fidelity Employer Services Co. Mr. McDermott earned a BS in finance from Villanova University. Andrew J. McMahon was born in 1967. Mr. McMahon is the Chairman of AXA Advisors, LLC. He joined AXA Equitable in March 2005, and is Executive Vice President and head of Retail Distribution for AXA Equitable Life Insurance Company. Mr. McMahon previously held senior positions at McKinsey & Co., as a Principal and served as a Life Insurance Practice Leader in North America. He earned an MBA from Columbia Business School and a BS from Fairfield University. Christine Nigro was born in 1960. Ms. Nigro is the President and a Director of AXA Advisors, LLC. Prior to joining AXA, she has held senior positions at Merrill Lynch, Lehman Brothers, Fidelity and Chase. Ms. Nigro earned her BA from Ithaca College. Deborah O'Neil was born in 1962. Ms. O'Neil is a Vice President of AXA Advisors, LLC. She joined AXA Equitable in 1991 and is currently Vice President of AXA Advanced Markets. Prior to joining AXA, Ms. O'Neil was in the United States Air Force. She earned a JD from the University of Denver, College of Law and a BS from University of Maryland.

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7, 8(C)

Philip Pescatore was born in 1970. Mr. Pescatore is Chief Risk Officer of AXA Advisors, LLC. He joined AXA Equitable in 2005 and is a Vice President in the Retail Distribution channel. Prior to joining AXA, he was the Chief Risk Officer for the annuities division at Prudential Financial. Mr. Pescatore earned his MBA from Fordham University and BA from Providence College. Patricia A. Roy was born in 1959. Ms. Roy is the Chief Compliance Officer of AXA Advisors, LLC, and Vice President and Associate General Counsel of AXA Equitable. Prior to her employment with AXA, Ms. Roy has held attorney as well as compliance positions at Prudential Securities. She also worked with the NYC Department of Investigation as an Investigative Attorney. Ms. Roy earned her BA from the University of Vermont and a JD, cum laude, from Boston University School of Law. Anthony Sages was born in 1959. Mr. Sages is the Chief Sales Officer of AXA Advisors, LLC. Mr. Sages joined AXA Advisors in 1983. Mr. Sages became a District Manager in 1986, and a Co-General Manager in 1995. In 2002, Mr. Sages became a Divisional President. Mr. Sages earned a BS and an MBA from the University of Tennessee. Jamie Shepherdson was born in 1952. Mr. Shepherdson is a Director of AXA Advisors, LLC. He is an Executive Vice President of AXA Equitable and Chairman of the Boards, President and CEO of AXA Distributors, LLC, the company’s wholesale distribution division. Over the past 26 years, Mr. Shepherdson has held a number of leadership roles in the insurance industry with a significant focus on building and managing third-party distribution organizations including serving as co-CEO of MetLife Investors Group after leaving AXA and CEO of John Hancock Funds prior to re-joining AXA. He earned both a BS and an MBA from the University of Southern California.

* * * The percentage of time spent by Financial Professionals on other (non-investment advisory) business activities is approximately 80 percent (based on AXA Advisors’ overall business). AXA Advisors is also a broker/dealer, registered under the Securities Exchange Act of 1934, and a member of the Financial Industry Regulatory Authority, or FINRA. The principal business of AXA Advisors is acting as a broker/dealer to offer investment products and services (including variable insurance products) to its clients through its registered representatives. In that capacity, AXA Advisors distributes mutual funds, unit investment trusts, asset management accounts as well as variable life insurance and annuities, and offers brokerage and other services for general securities. For execution and clearing of certain brokerage transactions, AXA Advisors maintains a clearing arrangement with LPL. Advisory associated persons may also be licensed in other areas such as insurance (life, health, casualty, annuities, variable life, etc.) and/or securities. AXA Advisors' investment advisory associated persons usually offer variable and traditional life insurance and annuity products of AXA Equitable, AXA Life and Annuity Company ("AXAL&A"), and over 100 other life insurance companies, and are licensed insurance agents associated with AXA Network, LLC, an insurance agency affiliate. Several related persons of AXA Advisors are also registered investment advisers. For information regarding their investment advisory business, please refer (where applicable) to each Form ADV on file with the Securities and Exchange Commission as follows: AllianceBernstein L.P., File No. 801-32361; AllianceBernstein Corporation, File No. 801-

56




8(D) 9 9(A) 9(B)

39910; AllianceBernstein Global Derivatives Corporation, File No. 801-40414; Alliance Corporate Finance Group Incorporated, File No. 801-43569; AllianceBernstein Holding L.P., File No. 801-32361; Sanford C. Bernstein & Co., LLC, File No. 801-57937; AXA Equitable Life Insurance Company, File No. 801-07000; Enterprise Capital Management Inc., File No. 801-2718. AXA Advisors has entered into written agreements with investment advisers who are related persons of AXA Advisors whereby certain registered representatives of AXA Advisors may solicit prospective investment advisory clients for the investment adviser. See the response to Item 13(B) for additional information. AXA Network or AXA Advisors may provide investment advisory associated persons with office space, administrative support, equipment and supplies (or in certain cases may be entitled to expense reimbursement allowances in lieu thereof). Such persons are typically supervised by persons who, in addition to being registered with AXA Advisors, also have managerial or other positions with AXA Equitable. See response to Item 6. AXA Network and AXA Advisors also provides the office space and other resources necessary to operate the AXA Planning Center. AXA Equitable may also provide office space, equipment, supplies and other resources for use by agents of AXA Network and registered representatives of AXA Advisors under arrangements that require that AXA Advisors or AXA Network reimburse AXA Equitable for the cost thereof.

* * * Related persons of AXA Advisors, including but not limited to AllianceBernstein and its wholly-owned subsidiaries may, from time to time, act as general partner or asset manager for limited partnerships sponsored by AllianceBernstein (which may invest in a broad category of investments including equities, debt, currencies, commodities and/or real estate and derivatives of such investments.) Clients of AXA Advisors may be solicited to invest in these limited partnerships.

* * * From time to time AXA Advisors or a related person may recommend to its clients the purchase of securities being underwritten by, or may recommend securities to their clients that are bought and sold in a principal or agency transaction with such related persons. All of the aforesaid transactions will be completed in compliance with securities laws and other applicable laws. AXA Advisors maintains a Code of Ethics and written compliance policies and procedures, which apply to, among others, all IARs of AXA Advisors. The Code of Ethics, and other policies and procedures, were written to assist representatives with proper activities designed to satisfy their fiduciary responsibilities and avoid conflicts of interest with AXA Advisors' clients and other practices that may be inappropriate, illegal, or improper. These policies and procedures regulate the personal securities trading activities of investment advisory associated persons as well as other registered representatives and employees. A copy of the Code of Ethics is available for your review. If you would like to receive a copy of the Code of Ethics, please request one from your Financial Professional. A related person of AXA Advisors may from time to time have a position or an interest in a security that AXA Advisors recommends to, or purchases on behalf of, its client accounts. AXA Advisors acts as broker/dealer in connection with the sale of mutual funds and other investment company securities as well as general securities.

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9(C) 9(D)

9(E)

10

For certain products and services offered, AXA Advisors or its affiliates act as issuer, adviser or manager (or in other capacities) and as such are entitled to receive fees, compensation or other benefits. As a result, AXA Advisors and/or its affiliates may realize greater profits if a client purchases one of these products rather than a product for which AXA Advisors and/or its affiliates do not act as an issuer, adviser, manager or in another capacity. Clients should consider this potential conflict of interest when evaluating any recommendations. Should clients make use of AXA Advisors’ retail brokerage services, typically transactions are effected by AXA Advisors and executed by LPL. Should clients open brokerage or asset management accounts through AXA Advisors, the account will be carried by LPL on a fully disclosed basis. Since products issued and distributed by AXA Equitable, AXA Advisors and affiliates may be recommended to clients, and since AXA Advisors and some affiliates are broker-dealers, AXA Advisors, may be considered to be recommending brokers to clients. However, AXA Advisors does not act in an advisory capacity to clients with respect to any such recommendations. AXA Advisors may recommend to clients that they buy securities in mutual funds or unit investment trusts for which AXA Advisors serves as a selected dealer or selling agent and receives compensation or fees in its capacity as such. AXA Advisors representatives may also recommend investments in AXA affiliated services. Certain of such mutual funds or direct participation programs may be sponsored and/or advised by a related person of AXA Advisors for which such related person receives compensation as sponsor, promoter and/or service provider as set forth in the prospectus or offering memorandum for the securities, a copy of which is provided to the client. Applicant or its related persons may hold positions in money market or other mutual funds, which it recommends to clients. AXA Advisors may also recommend to clients the purchase of a life insurance policy or annuity product issued by a related person of Applicant for which AXA Advisors or a related person of AXA Advisors may receive compensation or fees (including commissions). In some cases, such an insurance policy or annuity product may be funded through a fund or trust managed and/or advised by a related person of AXA Advisors, for which such related person receives compensation or fees. The participation of related persons of AXA Advisors in connection with any such recommendation is disclosed in the prospectus provided in connection with the sale of these products. AXA Advisors' registered representatives may own variable life insurance policies or variable annuity contracts and/or shares or interests in the mutual funds or unit investment trusts which they recommend to clients. LPL, and in some cases, AXA Advisors, may act as a principal or market maker in transactions with respect to certain securities at the same time that AXA Advisors may be recommending that clients purchase or sell the securities.

* * *

Certain wrap fee and asset allocation programs require a minimum investment. For more information please see the information provided above and the relevant Schedule H or ADV Part II (for wrap fee programs).

* * *

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11

12

Review Process: (i) Financial Planning:

Financial planning services address the financial situation of the client at the time the plan is prepared. Clients are encouraged to review and update their plans periodically in order to take account of changing conditions including, among other things, changes in their own circumstances, goals or objectives. In many cases, a review will be initiated by AXA Advisors if specifically requested by the client and after disclosure of applicable fees. The review may follow the same general format as the original plan or may focus only on specific issues of concern to the client. Financial Professionals must follow all guidelines and procedures established by AXA Advisors in developing the original plan and undertaking subsequent reviews. To help ensure the quality of advice presented to clients, AXA Advisors has a process for reviewing advice given to clients. Financial plans are reviewed by or through a central financial planning center. Reviews are conducted to help ensure that the advice is in accordance with financial planning guidelines and procedures. The Financial Professional’s local supervisor may also help ensure advice is provided in accordance with financial planning guidelines and procedures. (ii) Wrap Programs: All wrap programs and the mutual fund asset allocation program offered by AXA Advisors are subject to an annual review requirement. IARs must meet with their client once per year in order to conduct this review, and clients must provide their Financial Professional with updated personal and financial information, which may affect their risk tolerance, time horizon and/or investment objectives.

* * * Certain of AXA Advisors' investment advisory representatives may offer asset management programs or wrap fee programs sponsored by affiliated or unaffiliated investment advisors. These programs will invest client's assets in securities and suggest brokers to clients. Many of these programs have a discretionary asset manager (not AXA Advisors) determining the investments to be purchased and sold for the account, as set forth in the applicable Schedule H or Form ADV Part II. In a limited number of cases, AXA Advisors investment advisory representatives may be permitted to have discretion to buy and sell securities on behalf of select clients in LPL’s SAM and SAM II programs. See the Schedule H's and Form ADV Part II's of these respective programs for further information regarding the programs. Discretionary accounts are accounts in which the Client grants a Financial Professional authorization to trade mutual funds, ETFs, fixed income, equities, and options (Levels 1 and 1+) on a discretionary basis. Discretionary accounts offered through AXA Advisors are limited to non-ERISA accounts. Financial Professionals will qualify for discretionary accounts based upon experience and training. Such Financial Professionals will be fully credentialed to offer all of the products eligible to be held within a discretionary account and will undergo additional training to become familiar with the guidelines of offering discretionary accounts.

* * *

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13

14

AXA Advisors has entered into solicitors' agreements with related persons who typically are registered representatives of AXA Advisors. These relationships involve: (1) referrals of investment advisory business to AXA Advisors, and (2) referrals to other advisors of AXA Advisors or investment advisory business maintained by registered representatives of AXA Advisors (such businesses are not affiliated with AXA Advisors, but rather are maintained by such representatives as an outside business activity). AXA Advisors may also enter into solicitor’s agreements with unaffiliated third parties. In either case, these related persons or unaffiliated third parties may solicit clients for a fee (a percentage of the overall fee or a one-time payment) for advisory programs transacted by certain investment advisory associates of AXA Advisors. The solicitors arrangements are structured and comply with Rule 206(4)-3 of the Investment Advisors Act of 1940. Certain registered representatives of AXA Advisors may refer broker-dealer business to qualified Financial Professionals and receive referral fees. Certain registered representatives of AXA Advisors may act as co-advisers to other investment advisers and receive fees in that capacity. AXA Advisors IARs may receive non-cash compensation from third party product sponsors (either in their capacity as an IAR or as a broker-dealer registered representative), in accordance with AXA Advisors guidelines and limitations.

* * * Financial planning services, in some cases, may be delivered more than 6 months after collecting a fee in excess of $500. These clients receive a copy of the Schedule G balance sheet.

AXA Advisors, LLC(A wholly owned subsidiary ofAX Distribution Holding Corporation)Statement of Financial ConditionDecember 31,2008

AXA Advisors, LLC(A wholly owned subsidiary ofAX Distribution Holding Corporation)IndexDecember 31,2008

Page(s)

Report of Independent Auditors ........... ............ ........ .......... ................... ........ ............ ........... ............ ......... 1

Financial Statement

Statement of Financial Condition................ ............................................................................ ...................... 2

Notes to Statement of Financial Condition................................................................................................ 3-7

fJcEW7rRHOusE(mPERS I

PricewaterhouseCoopers LLPPricewaterhouseCoopers Center300 Madison AvenueNew York NY 10017Telephone (646) 471 3000Facsimile (813) 286 6000

Report of Independent Auditors

To the Board of Directors and Member of

AX Advisors, LLC

In our opinion, the accompanying statement of financial condition presents fairly, in all material respects,

the financial position ofAX Advisors, LLC (the "Company") at December 31, 2008 in conformity withaccounting principles generally accepted in the United States of America. This financial statement is theresponsibilty of the Company's management. Our responsibility is to express an opinion on this financialstatement based on our audit. We conducted our audit of this statement in accordance with auditingstandards generally accepted in the United States of America. Those standards require that we plan andperform the audit to obtain reasonable assurance about whether the statement of financial condition isfree of material misstatement. An audit includes examining, on a test basis, evidence supporting theamounts and disclosures in the statement of financial condition, assessing the accounting principles used

and significant estimates made by management, and evaluating the overall statement of financial

condition presentation. We believe that our audit of the statement of financial condition provides areasonable basis for our opinion.

d~i(U~ LCPFebruary 20, 2009

1

AXA Advisors, LLC(A wholly owned subsidiary ofAX Distribution Holding Corporation)Statement of Financial ConditionDecember 31,2008

AssetsCash and cash equivalentsReceivable from affliatesReceivable from sponsors and broker-dealersSecurities owned, at market valueDeferred acquisition costs, net of accumulated amortization and impairment

of $1,691 ,282Prepaids and other assets

Total assets

Liabilties and Member's CapitalLiabilities

Payable to affliatesPayable for concessions, commissions and feesSecurities sold, not yet purchasedDeferred revenueOther liabilties

Total liabilities

Member's Capital

Total member's capital

Total liabilities and member's capital

$ 45,874,501

2,509,3575,069,296

41,412

1,596,0481,563,064

.$ 56,653,678

$ 1,841,0727,634,153

22,8657,641,8643,159,605

20,299,559

36,354,119

$ 56,653,678

The accompanying notes are an integral part of the statement of financial condition.

2

AXA Advisors, LLC(A wholly owned subsidiary ofAX Distribution Holding Corporation)Notes to Statement of Financial ConditionDecember 31,2008

1. Organization

AX Advisors, LLC (the "Company"), a Delaware limited liability company, is a wholly-ownedsubsidiary ofAX Distribution Holding Corporation ("Holding"), and an indirect subsidiary of AXEquitable Financial Services, LLC, whose parent is AX Financial, Inc. ("AXF"). The ultimateparent is AX, a French based holding company.

The Company is a broker-dealer registered with the Securities and Exchange Commission ("SEC")and a member of the Financial Industry Regulatory Authority ("FINRA"). The Company is also aregistered investment advisor under the Investment Advisors Act of 1940. Its principal businessesare the distribution of shares of investment products, primarily mutual funds offered by affliates andthird parties, as well as the sale of brokerage products and variable life insurance and annuitycontracts issued by the AX Equitable Life Insurance Company ("AX Equitable"), a wholly ownedindirect subsidiary ofAXF . The Company focuses on the development and management of retailcustomers and currently offers a variety of asset management accounts with related services, aswell as money management products such as asset allocation programs and advisory accounts.Retail distribution of products and services is accomplished by financial professionals (UFP's")registered with the Company and AXA Network, LLC ("AXN"), an affliate.

In December 2006, the Company reached a five-year agreement with LPL Financial Corporation(formerly Linsco Private Ledger, "LPL"), an independent brokerage firm, to secure clearing andcertain back-offce brokerage services. LPL began providing these services to the Company onAugust 15, 2007. The agreement wil renew automatically for additional twenty-four month termsunless terminated under the conditions of the agreement.

2. Summary of Significant Accounting Policies

Basis of PresentationThe accompanying statement of financial condition is prepared in accordance with accountingprinciples generally accepted in the United States of America.

The preparation of financial statements in conformity with accounting principles generally acceptedin the United States of America requires management to make estimates and assumptions thataffect the reported amounts.of assets and liabilities and disclosure of contingent assets andliabilities as of the date of the financial statements and the reported amounts of revenues andexpenses during the reporting period. Actual results could differ from these estimates.

The Company estimates that the fair value of financial instruments recognized on the Statement ofFinancial Condition (including receivables and payables) approximates their carrying value, assuch financial instruments are short term in nature.

Accounting ChangesEffective January 1, 2008, the Company adopted Financial Accounting Standards Soard ("FASS")Statement No. 157, "Fair Value Measurements" ("FAS 157"), which clarifies that fair value is an exitprice, representing the amount that would be received to sell an asset or paid to transfer a liabiltyin an orderly transaction between market participants. Under FAS 157, fair value measurementsare not adjusted for transaction costs. FAS 157 also requires expanded disclosures to provideinformation about the extent to which fair value is used to measure assets and liabilities, themethods and assumptions used to measure fair value, and the effect of the fair value measures on

3


earnings. The adoption of FAS 157 did not have an impact on the Company's Statement ofFinancial Condition.

Revenue RecognitionSecurities transactions and related commission revenues and expenses and receivables andpayables are recorded on a trade date basis. Securities transactions executed but not yet due forsettlement as of December 31,2008 are reflected in the Statement of Financial Condition and weresubsequently settled after December 31,2008. Fee revenue on advisory accounts are charged tocustomers quarterly based on their assets under management.

Cash and Cash EquivalentsThe Company considers all highly liquid investments with original maturities of three months or lessto be cash equivalents. As of December 31, 2008 the cash held at banks exceeded the FederalDeposit Insurance Company ("FDIC") insurance limits.

Investments in money market funds are considered cash equivalents. The carrying amount of suchcash equivalents approximates their fair value due to the short-term nature of these instruments.Cash equivalents at December 31,2008 include investments in two money market funds totaling$41,791,511. The majority of the Company's cash equivalents are held at two major U.S. financialinstitutions. Given this concentration, the Company may be exposed to certain credit risk. Interestincome is accrued as earned.

Securities Owned and Securities Sold, Not Yet PurchasedSecurities owned and securities sold, not yet purchased are reported in the Statement of FinancialCondition at market value based upon quoted prices.

Prepaids and Other AssetsPrepaids and other assets includes $1,362,000 of chargebacks to FP's for technology costs biledto the Company by LPL net of an allowance for doubtful accounts of $343,700. The allowance ismaintained at a level that the Company estimates to be suffcient to absorb potential losses and isbased on several factors, including a continuous assessment of the aging of each account basedon the historical collectability of these receivables.

Income TaxesThe Company is included in the consolidated federal income tax return filed by the parent and theconsolidated state and local income tax returns filed by Holding. Federal income taxes arecalculated as if the companies fied on a separate return basis, and the amount of current taxes orbenefi calculated is either remitted to or received from the parent. The amount of current anddeferred taxes payable or refundable is recognized as of the date of the financial statements,utiizing currently enacted tax laws and rates. Deferred tax expenses or benefits are recognized inthe financial statements for the changes in deferred tax liabilties or assets between years. Underthe state tax sharing agreement with Holding, the Company computes its state tax liabilty as if theCompany filed state tax returns on a separate-return basis; if the Company's tax attributes areutilized by Holding to reduce Holding's state tax liability, the Company will be reimbursed.

Deferred Acquisition CostsFASS Statement No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets",requires a long-lived asset group to be tested for recoverabilty whenever events or changesincircumstances indicate that its carrying amount may not be recoverable. Deferred acquisition costsrelate to estimated future revenues that arose out ofAXF's acquisition of The MONY Group Inc.

4


("MONY"). No events or changes in circumstances occurred during 2008 that would require animpairment charge.

Deferred RevenueDeferred revenue includes $7,299,725 related to contractual payments associated with the transferof the clearing and back-offce services to LPL. This revenue wil be recognized over the life of thecontract. The remaining $342,139 relates to monies received from clients for the production offinancial plans not yet completed. Revenue is recognized when the plan is completed anddelivered to the client.

Insurance RecoveriesRecoveries of legal settements and other costs from fidelity bond and other insurance policies arerecorded in the period received or determined to be assured.

3. Share-Based Compensation

The employees of the Company participate in various stock option and stock purchase planssponsored by AXF. AXF accounts for these plans under FASS Statement No. 123 (R), "Share-Sased Payment".

4. Net Capital Requirements

The Company is subject to the SEC Uniform Net Capital Rule, which requires the maintenance ofminimum net capital and requires that the ratio of aggregate indebtedness to net capital, both asdefined, shall not exceed 15 to 1. As of December 31, 2008, the Company had net capital of$24,618,495 which exceeded required net capital of $1 ,351 ,780 by $23,266,715 and theCompany's ratio of aggregate indebtedness to net capital was 0.82 to 1.

5. Transactions with Affilates

On August 8,2008, the Company paid a dividend of $17,000,000 to Holding.

On July 8, 2004, AXF acquired MONY and its subsidiaries, including MONY Securities Corporation("MSC"), a broker-dealer. Effective June 6, 2005, MSC's FP's were re-registered to becomeregistered representatives of the Company, and MSC's retail clientele became customers of theCompany. On that date, the Company purchased from MSC the estimated future renewalrevenues of MSC client accounts for $3,287,330. The amount, classified as deferred acquisitioncosts in the statement of financial condition, was deferred and amortized over the expected futurebenefit period. The Company's management performed an estimated revaluation of the expectedfair value of the assets at December 31, 2006 and as a result recognized an impairment whichreduced the net book value to $2,052,048.

In 2008, the Company received concessions and fees of $14,604,799 for the sale of mutual fundsoffered by its affliate, AllanceBernstein LP. A receivable of $1 ,743,100 is included in Receivablefrom affliates as of Decem ber 31, 2008.

Pursuant to the Agreement for Cooperative and Joint Use of Personnel, Propert and Services,and the Distribution and Servicing Agreement, AX Equitable provides the Company withpersonnel to perform management, administrative, clerical and sales services and makes availablethe use of certain property and faciliies. At December 31,2008, the Company had a receivable of

5


$153,190 classified within Receivable from affliates representing the excess paid based onestimated costs to be charged to the Company. At December 31, 2008, the Company also had apayable classified within Payable to affliates of $1,566,198 to reimburse AXN for commissions paidon behalf of the Company.

6. Taxes

As a single member limited liability company, the Company is treated as a division of Holding forFederal and most State income tax purposes, not as a separate taxable entity. Ta)Ç.sharingarrangements between the Company and Holding provide that the amount the Company wil bereimbursed by Holding for its share of Federal and State income taxes is calculated as though theCompany was filing separate Federal and State income tax returns. Under the Federal income taxsharing agreement, the Company is reimbursed for the use of its separate company losses or taxcredits to the extent there is an aggregate reduction in the consolidated federal tax liabilty of theAXF affliated group and it is reasonable to expect the Group's liability to be reduced. TheCompany is reimbursed for the use of such items under the State income tax sharing agreement inthe years they actually reduce the consolidated state income tax liability of Holding.

Receivable from affliates on the Statement of Financial Condition includes a current federalincome tax receivable of $613,067. Payable to affliates on the Statement of Financial Conditionincludes a net deferred federal tax liabilty of $248,151. The gross deferred federal tax asset of$310,449 resulted from temporary deductible differences related to accrued litigation costs andcosts accrued in connection with the LPL conversion. The gross deferred federal tax liability of$558,600 resulted from temporary taxable differences related to the purchased estimated renewalrevenues of MSC.

The Company has a state and local deferred tax asset of $11,536,000 related to cumulative netoperating losses expiring at varying amounts through 2012 for which a full valuation reserve hasbeen recorded. The Company has determined in accordance with the terms of the tax sharingagreement that it is more likely than not that the state and local deferred tax asset will not berealized.

As of December 31,2008, the Company has no liabilty for uncertain tax positions under FASSInterpretation No. 48, "Accounting for Uncertainty in Income Taxes".

7. Off-Balance Sheet Risk

In the normal course of business, the Company may enter into contracts that contain-variousrepresentations and indemnities including a contract where it executes, as agent, transactions onbehalf of customers through a clearing broker on a fully disclosed basis. If the agency transactionsdo not settle because of failure to perform by either the customer or the counterpart, the Companymay be required to discharge the obligetion of the nonperforming party and, as a result, may incura loss if the market value of the underlying security is different from the contract amount of thetransaction. The Company has the right to pursue collection or performance from thecounterparties who do not perform under the contractual obligations. Although the right of theclearing broker to charge the Company applies to all trades executed through the clearing broker,the Company believes there is no estimable amount assignable to this right or rights under othercontracts as any obligation would be based on the future nonperformance by the coLÍnterparties.At December 31, 2008, the Company has recorded no liabilties with regards to these rights.

6

AXA Advisors, LLC(A wholly owned subsidiary ofAX Distribution Holding Corporation)Notes to Statement of Financial ConditionDecember 31, 2008

The Company is subject to credit risk to the extent the sponsors and the clearing broker may beunable to repay the amounts owed.

The Company is also subject to business environment risk to the extent that the financialperformance is highly dependent on the environment in which the business operates. Overall,during 2008, the business environment has experienced a decline in assets under managementand associated revenues due to the current market conditions. Continued downturns in the marketcould result in further declines in revenue.

The Company holds $22,865 of short positions which will obligate it to purchase such securities ata future date. The Company has recorded these obligations on the statement of financial conditionat the market values of the related securities at December 31, 2008 and may incur a loss if themarket value of the securities increases subsequent to that date.

8. Commitments and Contingencies

The Company is involved in various regulatory matters, legal actions and proceedings inconnection with its business. Some of the actions and proceedings have been brought on behalf ofvarious claimants and certain of those claimants seek damages of unspecified amounts. Forcertain specific matters, the Company has provided reserves for the estimated costs to be incurredof $1,820,000, included in Other liabilties in the Statement of Financial Condition. While theultimate outcome of these matters cannot be predicted with certainty, in the opinion ofmanagement, no such matter is likely to have a material adverse effect on the Company's financialposition.

In conjunction with the Company's agreement with LPL, the Company is obligated to pay minimumfees of $1 0,000,000 over the first twelve-month period after conversion with increases of $500,000each succeeding twelve-month period of the five-year agreement. Actual costs exceeded thecontract's minimum fees, which include all costs and expenses related to the services to beprovided by LPL, including clearing, FP-related technology, back-offce and advisoryadministration.

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